Clawed Metal
by TheSuperiorVision
Summary: Starscream is now at brink of death and the only one willing to help are the enemy.  Once Starscream wakes up they will be quite surprised with what they find. Takes place after "Partners".
1. Prologue

**I do not own Transformer but this story is mine! **

**Prologue**

I just kept flying. Ever since that day, that was all I did. A couple stops at energon deposits I located and neutralized from under Megatron's nose, but other than that nothing interesting ever occurred. I am Starscream, the use to be proud aerial commander and second in-command to the Decepticons. Over the eons of working under Megatron my ex-leader I was known to act a little unorthodox, my lust for power made me try to attain it by any means necessary. But after eons of failed attempts and punishments from Megatron for said attempts I gotten nowhere, surprisingly I still maintained my status as second in-command. Thanks to my many failed attempts I was titled as the 'biggest traitor in the galaxy'. But last week I attempted the unimaginable, on a mission with a fellow Decepticon Airachnid we went to retrieve an experimental weapon from a crashed ship. Airachnid betrayed me and left me in the hands of the enemy, the Autobots. To save my own hide I tried to join the Autobots stating that if I joined all the secrets of the Decepticons would be theirs. All was going smoothly until I was stuck under the watch of Arcee, one of the Autobots' scouts.

Just thinking about that fem got me riled up, my anger slowly beginning to rise. It was all her fault! Everything was going smoothly until she had to get all emotional on me with her whole story of fallen comrades. But I suppose blurting out that I in fact killed her partner Cliffjumper when she was speaking of someone else killed by Airachnid was not the best plan. She became enraged and was willing to offline me then and there, of course I stalled like a coward not wanting to die. When she had her guard down I striked and left a huge gash in her side, my confidence returning I was prepared to finish her off until she got the better of me. Defeated I limped out of there, non of the Autobots were the wiser. From that day I decided I would be part of no factions, Autobot nor Decepticon.

As I flew thinking about my past mistakes my sensors alerted me of several objects coming my direction. I transformed and floated midair noticing a large quantity of Vehicon jets were coming straight for me, I landed on the ground and waited for them. They all transformed and landed in front of me.

"Evening troops what brings this pleasant surprise", I asked expecting them to beg my return, but what came next came as a shock. The Vehicons activated their blasters and started shooting me so I did what I always did best, I ran out of there. As I ran I entered a forest using the trees as cover, the sound of heavy foot steps and laser fire growing more and more distant until it became eerily quite. Before I knew it I was being bombarded by missiles from above, the trees surrounding me were completely leveled and I was no longer hidden. The Vehicons landed and surrounded me, I knew that there was no running from this and I had no choice but to fight.

I blasted a missile from my hand into the faceplate of the closest Vehicon catching it off guard, they probably were expecting me to surrender. I started to dodge volleys of missiles and laser fire, I managed to somehow dodge most of them, either they were worse shots than I thought or I am a lot more nimble than I thought. Of course if I managed to not run away from most of my battles I would of tested this hypothesis before. I dodged more blaster fires and kept getting closer to my next target, when I got close enough I rammed my claws into the drone's chest. My strike was so fierce that my servo went right through him, in my hand sticking out of the drone's back was said drone's spark chamber. I ripped my arm back out and crushed it's spark in my hand. I slashed at the next drone standing next to it's dead comrade, four gaping cuts were on his chest and I aimed in the dead center shooting a missile into it killing it instantly. Three drones lay lifeless on the ground and only two remained. They stared in horror looking at my energon stained servos, the two remaining drones transformed and tried to flee. I wasn't feeling very merciful so I transformed and made chase, those fools didn't know who they were dealing with apparently. Everyone knows I am the fastest seeker there is. I quickly caught up to them and shot one of them down, I watched it crash into the ground and no movement occurred from it. I activated all of my weapons and destroyed the last Vehicon midair, there was no pieces left to salvage of that one.

I landed back onto the battle ground and inspected the damage, there was nothing too serious, just a few laser burns and grazes. But my energon tank was horribly depleted, the fact that I was already on my last reserves before the battle did not help. But at the moment I felt like I was on top of the world like no one could stop me now, it was unfortunately short lived.

"My my that was quite impressive Starscream, I thought you were going to try and high-tail it out of there with your wing struts between you legs", I turned around and saw the last person I ever wanted to see, Megatron. "But you managed to surprise me with your aggressive display of power, I just might let your newest act of treachery slide by".

I glared at Megatron, I don't know what came over me but whatever it was, I gave in. I shot a missile at his chest point blank, and then I shot another one and another one until I was completely out. I stared at the cloud of smoke and dust that formed expecting to see an off-lined body.

"Well aren't you courageous today", Megatron said while walking out of the cloud.

I stared in shock and horror, there wasn't a scratch on him! No one could've survived a blast like that!

"This coming from the biggest coward in the galaxy is quite a surprise", great now he is using my other title. "But I am afraid I cannot let you go unpunished. I know about your short partnership with the Autobots," Megatron's statement surprised me.

"How, how do you know about that?", I asked him.

"I have my sources."

Soundwave that double-crosser!

"Trying to take my position as leader of the Decepticons is one thing but trying to join the enemy and giving them top secret information is the last straw", Megatron aimed his fusion cannon at me.

"Yes", I agreed, "Lets finish this".

I jumped up into the air and dodged the blast of his fusion cannon, being completely out of ammo I was forced to resort to using hand-to-hand combat. I slashed at his chest but unlike the wounds I gave to the drones there was only four small scratches across his Decepticon symbol. Megatron tried to punch me but to both of our surprise I dodged it and did an uppercut causing him to step back. He tried more luck with his fusion cannon, I dodged most of his blasts but the last one managed to graze me on the side. Ignoring the pain I rushed and slashed at him multiple time, left right left right, I kept that pattern for I don't know how long. I finished with another uppercut and Megatron fell to the ground, I collapsed onto my hands and knees from exhaustion. I was overjoyed, after eons of trying I finally defeated Megatron, again short lived.

"Heh heh heh ha ha HA HA HA HAAA!", I watched Megatron get back up as if all his wounds didn't affect him. "Well Starscream this is quite the surprise, I thought I could finish you off without any effort at all-", he began laughing again as I stood up, "but I suppose I will have to try a _little_ harder".

I ran at him prepared to finish this, until.

**Bam!**

Megatron's fist collided with my face and I crashed into a nearby tree causing it to fall to the ground with me. I heard a blast fire go off and quickly my frame had a gaping whole that barely missed my spark chamber. I collapsed onto the ground in agony, the pain from this fight and the previous one finally caught up to me. I laid on my back and stared up at the night sky, when I think about it this planet can be very beautiful to an extent. I suppose perishing here wouldn't be so bad.

My sight of the stars were blocked by Megatron's hulking frame, "I can't say I didn't expect this to one day happen, you laying on the ground battered and broken".

That aft was gloating at my expense, "But I'm afraid it was inevitable Starscream".

Megatron kicked me so now I was laying face first, the pain I was feeling intensified even more when he grabbed the back of my head. He somehow managed to open the panels in the back of my head, now he has full control over my processor.

"You won't be needing this", Megatron took out my Decepticon chip and crushed it in his hands, my faction symbols disappeared. Now I was truly part of no faction. "Now that you are going to offline either way you won't require your memory hard drive of all your time with the Decepticons".

My optics widened in shock, I tried to gain enough strength to stop him but it was too late. I felt my memory board being ripped out of my head, electricity started surging through my whole body. I let out a scream of pure agony, the pain was unbearable.

The last thing I heard before going into stasis lock was:

"I'll leave you here to rot like the lowly piece of scrap that you are."


	2. Chapter 1

**I do not own Transformers but this story is all mine!**

**Chapter 1**

"Optimus we have a situation", a large red and white robot said earning the attention of everyone in the base. The human occupants of the room paused the game they were playing to see what the commotion was about.

"What is the problem Ratchet?", an even larger robot with a red and blue paint job asked.

"A large quantity of Decepticon signals have been located in the northern sector", Ratchet said.

"Why would they go there? There is nothing out there but forest", a bulky green robot stated.

A couple beeps and noises of agreement came from a tall yellow robot without a mouth.

"Whatever the reason, it can't be good", the smallest robot of the group with a blue paint job and feminine physique.

"Agreed Arcee, whatever the reason we know the Decepticons are planning something and it is our duty as guardians of Earth to put a stop to them," after finishing his speech Optimus looked at Ratchet. "Activate the ground bridge", Optimus stared back at his crew, "Bulkhead, Bumblebee, and Arcee you three are coming with me".

The bots followed their leader to the entrance of the ground bridge, until, "Are you going to kick some Decepti-chops? Please can I come?". One of the humans a young teenage Asian girl begged them if she could go, most of the time they refuse, but most of the time she goes anyway.

"I am sorry Miko but this will be too dangerous, more so than usual. You will be at great risk", when Optimus finished reasoning with Miko she sat back down on the couch pouting.

"_We should probably get moving"_, Bumblebee said through beeps.

"Agreed, Autobots move out"

Ratchet activated the ground bridge, all the other Autobots ran through the brilliant green vortex and appeared in a forest. The setting was eerie and quiet, brushing off the bad feeling they were getting they marched on.

"I don't like this, its too quiet the Decepticons are never this discreet", Arcee said breaking the silence.

"Ratchet, how much farther until we reach the Decepticons?", Optimus asked speaking to Ratchet through his communicator.

"Well we have a slight problem, the computer lost most of the Decepticon signals. There are still two signatures left but they are farther away from your position than the last." Ratchet said.

"So what should we do?", asked Bulkhead.

"We keep moving, stay on alert", Optimus commanded to his team.

The Autobots kept on moving for a couple minutes until they reached a clearing, what they found came to a complete shock.

"_Well we found the missing signatures"_, Bumblebee beeped.

They found the off-lined bodies of five vehicon seekers, all of them had some type of slash wound except for one who had it's head blown clean off.

"What could have done this?", Bulkhead asked.

Arcee stared in horror at one of the vehicons that had five slash marks and a gaping hole in it's chest, "I know who did this".

"Who?", everyone was curious as to her assumption.

"Starscream", Arcee said bitterly while narrowing her eyes.

"Are you sure?", Optimus asked.

"Positive", Arcee said, unconsciously placing her hand on the left side of her slim figure remembering perfectly what it was like being on the receiving end of such an attack.

The Autobots kept on moving trying to process exactly what was going on, if it isn't another plan for the Decepticons to conquer Earth than what? They kept on walking through forest until they started to hear a voice, at first they barely could hear anything. Until they could hear it as clear as day.

"I'll leave you here to rot like the lowly piece of scrap that you are."

They used the trees and bushes as cover, they looked to see Megatron covered in scratches. He was staring at something with pure hatred and malice, the Autobots looked to see that Starscream's body was laying on the ground.

"Whoa, looks like ol' Screamer finally got what was coming to him", Bulkhead wispered to no one in particular.

Not noticing that he was being watched, Megatron transformed and disappeared into the night sky. Noticing that the coast was clear the Autobots came out of hiding and looked at the body of Starscream.

"_Is he dead?" _Bumblebee beeped.

"We can only hope", Bulkhead smirked looking down at their old foe.

Optimus examined Starscream closer and could see that he was still functioning, "He still alive but barely". Optimus activated his com-link, "Ratchet prepare the med bay".

This statement surprised all the Autobots, even Ratchet who has been listening in on what was going on.

"Optimus you can't be serious!", Arcee yelled, "Did you forget all the horrible things he did? Did you forget what happened to Cliffjumper?".

"No I didn't, but we never leave someone behind Autobot nor Decepticon, even if we had some bad history with this particular Decepticon that is just not our way", Optimus said silencing Arcee. "Ratchet activate the ground bridge", the vortex reappeared.

Bulkhead picked up the Decepticon and the rest of the Autobots entered the green portal, next they were greeted with the interior of their base.

Bulkhead sat Starscream on the med table, "Are you sure about this Optimus", Ratchet asked with uncertainty in his voice.

"I'm positive Ratchet, we may have bad blood with this Decepticon-", Optimus said to all the occupants of the room but mostly to Arcee, "but we cannot just turn our backs on him and let him die, who knows Starscream just might be grateful once this is all over".

" Starscream grateful?, Bulkead said sarcastically earning a nod from Bumblebee and silence from Arcee.

After that was said Ratchet set to work on repairing, all the other Autobots went to go do their own thing. Optimus went back to his quarters for some recharge, Bumblebee started playing a racing game with Raf, and Bulkhead started telling Miko about what happened. But Arcee just stood in a corner watching Ratchet repair Starscream, Jack watched his guardian with worry written all over his face. One thing for sure, everyone is nervous as to what will happen when the Decepticon wakes up.

Several hours past, Ratchet finished long ago with repairs and the kids were taken back home, the Autobots seeing as they had nothing better to do they went to recharge. Just when they managed to enter recharge they were awaken by the alarms. All five of the Autobots entered the main control room.

"What is happening? More Decepticon activity?", Arcee asked while being the last one to enter.

"No, judging what the main surveillance systems says the alarm was set off inside our base", Ratchet said.

"I am terribly sorry, I didn't mean to cause such a ruckus", the Autobots stiffened and followed the sound of that familiar voice.

Standing in the middle of control room was the biggest traitor in the galaxy, his hand was rubbing the back of his head and he had a smile on his face. Not a smirk or an arrogant grin but a real genuine smile and he looked embarrassed? Arcee briefly thought that he looked kind of cute, but that thought was quickly replaced with anger.

"Hi, my name is Starscream", he said bowing politely.

Bulkhead stared wide eyed and jaw slacked, "What?"


	3. Chapter 2

**I do not own Transformers but this story is mine!**

**Chapter 2**

Starscream was sitting on Ratchet's work table while having the good doctor examine him with all sorts of strange devices that haven't been busted by Bulkhead, yet. The whole time Starscream was kicking his legs back and forth and he had a smile on his face. The rest of the Autobots including Optimus were staring dumbfounded at Starscream.

"Look at him, he's just sitting there all-", Arcee couldn't find the right words.

"Happy, peaceful, tranquil, not a care in the world?", Bulkhead helped.

"Yeah that", Arcee said.

The staring went on for another couple minutes, until Starscream finally noticed. He grew a frown when he saw them staring but then grew another smile and waived at them causing them to jump and start looking in other directions.

"Okay all finished", Ratchet said putting away his tools.

"Any problems?", Starscream asked.

"No, you will make a full recovery as long as you don't strain yourself", Ratchet said making his way over to the rest of the occupants of the room.

"Thank you", Starscream said causing Ratchet to stop dead in his track.

Ratchet turned around wide eyed and was greeted with another heart warming smile, "Uhm your welcome".

Ratchet walked up to Optimus with a smile growing on his face, the other Autobots gave him an incredulous look.

"So what's the diagnosis Racthet?", Optimus asked.

"Well physically he will heal, but mentally is going to be an issue", the team gave Ratchet a look to continue. "His processor seems to be damaged and a large fraction of his memory hard drive is missing", this earned various gasped that Starscream wasn't oblivious too.

"How do you miss that the first time?", asked Bulkhead.

"Well I'm sorry, I was a bit preoccupied with the very _serious _blast wound on his chest", Ratchet said irritated.

"I love what you've done with the place", the Autobots jumped and noticed that Starscream managed to sneak up behind them, "Oh I'm sorry, I didn't mean to scare you".

Bulkhead was about to retort until, "Not at all", Bulhead looked to see that Arcee was the one that intervened.

Optimus walked up to him and said, "Starscream, my name is Optimus Prime leader of the Autobots and this is my crew", Optimus gestured towards his crew. "We have Bulkhead."

"Uhh sup"

"Bumblebee"

"_Nice to uhm, meet you"_

"You already met Ratchet, and last but not least Arcee"

"Hey", Arcee said flatly.

"Nice to meet you all, as I said before my name is Starscream I am a field scientist from the University of Iacon", He said.

That was something they never expected to hear, Starscream was a scientist, but they suppose that explained some of the knowledge he had in the past.

"Starscream, what else do you remember?", Optimus asked.

"Well let's see I remember some of my days at the university, my time living in Iacon, but I have a question for you if you don't mind", Starscream finished.

"Ask away."

Starscream asked the question they were dreading, "Where are we? I now we are not on Cybertron".

"I am afraid this will be very difficult for you to hear", Optimus then began to recount on the great war that took place on Cyberton, between the Autobots and the Decepticons. Going on to tell that when the war was over there was not much of Cybertron to save afterwords. Then he began discussing the battles that took place off of Cybertron on their current location: Earth. The whole time Starscream had the same expression on his face, the other Autobots couldn't tell what his feelings on the matter could be.

"How long has this been going on?", Starscream finally asked.

"This has been going on for eons", Optimus said grimly.

"I've been gone for a long time, haven't I?", Starscream said with a sad look in his eyes.

"I now this is a lot to take in, it would be best for you to go to your room and rest", Optimus said.

"Room?"

"Oh sorry, your room is down the hall fifth door to your left", Optimus said.

Without another word Starscream walked down the hall to his room.

"Optimus isn't that the storage room?", Arcee asked.

"It was", was Optimus' only reply.

"Anyway, you can't be serious about letting that good for nothing slagger live here!", Arcee yelled angrily.

"Starscream is not himself so we will be required to be there for him until all of his memories return, for better or for worse", was Optimus' stern reply.

"Right now whatever memories he still has will be a little foggy but until we get the rest of the hard drive the old Starscream will never return", Ratchet stated.

"Is that a bad thing?", Bulkhead asked.

"_I like this Starscream a lot better than the old one, he's a lot nicer", _Bumblebee beeped.

"My decision is final, we will help Starscream get his memories back in anyway possible", Optimus said leaving for the entrance of the hall. Stopping he turned back around and said, "Everyone deserves a second chance and Megatron has unknowingly given Starscream his", with that said he leaves.

_Meanwhile..._

"THAT SON OF A GLITCH!"

Knockout was walking down the corridors of the Nemesis when he heard a yell and then a blaster go off.

_'Great it's another one of _those_ days, well lets see the damages'_

Knockout entered the control room and saw a pile of wounded and some off-lined Vehicons with multiple fusion cannon wounds.

"Should I even ask?", Knockout said sarcastically.

"Even after death he still manages to vex me", Megatron said angrily.

"Who?"

"Who else? STARSCREAM!", Megatron yelled and blasted Breakdown.

"Ow, what did I do?", Breakdown asked irritated.

Ignoring him, Megatron started pacing and talking to no one in particular, "That blasted Starscream, an encryption, I know he was smart but I didn't think this smart!"

"Come again?", Knockout asked.

"Starscream left an encryption so if he was ever defeated in combat no one could take his memory hard drive and figure out his secrets.", Megatron explained.

"Why don't you have Soundwave decrypt it?"

"He already tried, this encryption is too advanced even for him", Megatron said growing more angry.

"Well what would Starscream know that you don't?"

"That's what I'm trying to find out", Megatron said darkly.

Megatron's reply gave Knockout an uneasy feeling, "Well maybe Airachnid could have a go at it".

"I tried her first", Megatron said grimmly. Then his eyes widened and he grew a small smile, "There is only one other Decepticon I know who can crack this code".

"Who?"

"You'll see", Megatron said with dark chuckle. "Leave me be, I have to make a call", he said gesturing for everyone to leave.

Breakdown walked up to Knockout, "I couldn't help listen in on your conversion", he said while rubbing the wound on his shoulder from the blast. "I may not be very familiar with how our bodies work but how did Megatron manage to take such a large fraction of Starscream's memory hard drive? I thought if something like that would be attempted without the right tools there would be like permanent damage and then the hard drive would be useless."

Knockout looked at his one eyed friend, "That is true _mein freund_ but do you remember when we raided that fallen Decepticon battle ship?". This received a nod from the cyclops, "Well lets just say we had an interesting find".


	4. Chapter 3

**I do not own Transformers but this story is all mine!**

**Chapter 3**

A young teenage boy walked out of school and saw a blue motorcycle sitting in the driveway, getting on he put on a helmet and drove away. Most of the drive through the Nevada desert was done with silence until the boy couldn't take it anymore.

"Arcee you're awfully silent, is anything the matter?", Jack asked.

He heard a sigh and that was never good, "Lets just say we have a visitor back at base".

_Later_

Jack, Miko, and Raf stood wide eyed and their mouths were gaped, looking down at them with a confused expression was Starscream. Miko slowly took out her camera and took a picture, she started jumping around and asking Starscream series of questions like: "How did you get those wounds?", "Are you going to hang around the base from now on?", "Can I take a picture of you turning into a jet", "Can you take me flying sometime?".

Starscream's expression became more confused, he got down on one knee and rose his hand. The guardians of the three humans readied their weapons until they noticed Starscream placed his hand on his chin looking deep in thought.

"Fascinating, so these are the humans you have been telling me about?", Starscream turned around not noticing that the Autobots put away their weapons.

"Yes, this is Jack, Miko, and Raf", Optimus said gesturing towards each human.

"Hey", was each swift reply.

"Hello my name is Starscream, I hope we can become great friends", that surprised the humans greatly, they know this Strascream isn't all there in the head but they never expected that.

"I never talked to another bot that can turn into a jet", Raf said while taking something out of his backpack, "Can you tell me anything about yourself to add to my notes?".

"Why I would be happy to, afterwords you could tell me something about how you humans work", Raf and Starscream started to have a nice conversation that Jack and Miko later got involved in.

The Autobots looked happy to see that the kids were getting along with Starscream, but Arcee still had a look of concern on her face.

"Slag", the rest of the Autobots turned their gaze from the kids to Ratchet who was typing away at the main computer. "Fowler is trying to contact us".

"Let him through", Optimus commanded.

"Prime!", a middle aged African-American man appeared on the screen.

"What is the problem Agent Fowler?", Optimus asked politely.

"The Decepticons haven't made a move in weeks, I want you and your men to investigate immedia-!", Fowler made a not so manly scream and ducked to the ground.

All the Autobots watched amused as the top half of Fowler's head came back into view, still crouched a little he seemed like he was trying to hide from something.

"What the heck is that con doing there?", Fowler demanded.

"Starscream is a little not well, his memories as a Decepticon were completely taken from Megatron, he can only remember his days before the war", Ratchet stated.

"Yeah he wouldn't hurt a fly", Bulkhead said.

"_He'd be too busy examining it to hurt it"_, Bumblebee joked.

"So what your trying to tell me he is practically an Autobot now? He may be innocent now but what do you think will happen if he gets his memories back?", Fowler demanded.

"We're prepared for the worst", Arcee said.

"I hope you know what you are doing Prime. I'll call back when I have something else to report", Fowler said, before cutting off the transmition he gave one last worried glance over to said con in question still talking with the kids.

Optimus stood there thinking until he got an idea, "Starscream", he said loud enough for him to hear.

"Yes sir?", Starscream said while walking up to Optimus.

"Do you think you are healed enough to transform into you alt mode?", Optimus asked.

"I think so, why is that?", Starscream asked.

"Well Fowler requires someone to scout the area and you have been cooped in here for too long to seeker standards, so I would like you to take the mission?", Optimus asked smiling.

"I would be happy to but there is a problem, I'm not familiar with the area so I will need assistance", Starscream said.

"I'm glad you asked because I have the perfect candidate", Optimus said turning to a particular two-wheeler.

"Optimus you can't be serious!", Arcee said shocked.

Optimus started speaking low enough so that Starscream couldn't hear them, "I know the last time you were left alone with him didn't end well but that was then and this is now, I'm sure this Starscream will be much better to handle and you need to learn to trust him the most".

Sighing Arcee gave up trying to reason with Optimus, Ratchet activated the ground bridge, Starscream went through without hesitation but Arcee was still a little apprehensive but went through nonetheless.

_Meanwhile..._

Knockout stood in front of a table with blueprints spread all over it, across from him was Airachnid looking at the exact same thing.

"So what does Megatron want us to do again?", Knockout asked.

"He wants to complete his new project, the last one was just a prototype and he wants the machine to be fully operational for his next plan", Airachnid stated swiftly and coldly.

"Well what is this plan _meine frau_?", Knockout asked seductively as always.

Airachnid raised a sharp claw to Knockout's throat and said, "I don't know what you just said but if you call me that again I won't hesitate to cut your spark chamber wide open or I'll simply scratch your paint".

Knockout's eyes widened when Airachnid threatened his finish, completely ignoring the fact that his life was threatened as well.

_'What does Breakdown see in her?'_

"Anyway I don't know what Megatron is planning, I tried asking Soundwave but he wouldn't of told me even if he knew himself", Airachnid said walking back to her side of the table.

"I bet Starscream would know, he somehow always knows. Makes you wonder what went through his mind before you know, half of it being ripped out of his skull.", Knockout said with chuckle.

"I wouldn't say his name out loud if I were you. Megatron is still a little on edge.", Airachnid said looking around worried.

"What are the odds of him finding ou-".

"Knockout Airachnid come to the hangar!", came Megatron's booming voice.

"What! How did he? Soundwave you traitor!", Knockout yelled to no one in particular.

"Our new guest will be arriving soon", Megatron finished.

"Oh, thank Primus", Knockout said relieved.

"Don't act too happy, there is no telling who Megatron got to crack Starscream's code", Airachnid said heading for the door.

Following her Knockout and Airachnid reached the hangar and noticed that everyone else was already there, Knockout walked over to Breakdown.

"So who do you think it is", Knockout asked.

"I'm not sure, but this guy must be higher ranked than even Soundwave to be Megatron's first choice for this job", was Breakdown's reply.

"Sir a Decepticon battleship has just entered orbit", a random Vehicon informed their leader.

Everyone watched as a ship smaller than the Nemesis appeared and came their way, the ship landed in front of Megatron and the doors opened. At first nothing happened, it was like the ship was empty but then they started to hear footsteps. A sharp looking figure appeared causing everyone to gasp excluding Megatron, the figure walked up to Megatron and got on one knee.

"My lord, I am here to serve", the figure said.

"Rise my most loyal soldier", Megatron said.

The purple figure raised it's head revealing a single yellow optic, "Rise Shockwave!".


	5. Chapter 4

**I do not own Transformers but this story is all mine!**

**Chapter 4**

Arcee stepped out from the ground bridge and was met with the beautiful desert night of Nevada and Starscream admiring said beauty. She couldn't stop the glare that was forming on her face, but she formed a stoic expression when Starscream turned around with a excited look on his face.

"Arcee this is magnificent! The calm beauty of it all, is this what I've been missing being cooped up in the base?" Starscream asked with a beaming smile on his face.

Arcee still couldn't believe what she was seeing. Starscream being giddy, energetic, wanting to learn she just never expected this from the cold hearted, egotistical, and homicidal maniac she grew to hate. Seeing Starscream in such a different light made Arcee realize something:

"_He is actually quite handso- NO! Not this again!"_ Arcee began to get angry with these unfamiliar thoughts clouding her head.

"Uhm Arcee? Are you alright?" Starscream asked.

"What? Oh yeah, I'm fine," Arcee said trying to cover up the awkward situation "So Starscream do you think you can transform?"

"I could try."

Starscream got into what looked like push-up position and began to slowly transform into the unfamiliar vehicle. Arcee watched all his different parts detach, shift, and reattach into different segments. She didn't know why but she was very fascinated, she always saw this mech quickly transform on the battlefield prepared to slaughter the enemy which was usually herself. But now she isn't the enemy and he isn't either, it was nice not having to prepare for an imminent battle and to just observe. Finally complete Arcee got the time to examine his jet mode, a sleek F-16 Falcon was an impressive sight with the gleam of the moon.

"Wow, I like the jet," Starscream said in his jet mode "It gives me this feeling, this feeling ...to fly."

Without any warning Starscream activated his thrusters and flew into the night sky, he began to do many flips in the air enjoying himself. The feeling of the cool night air brushing past him while he was at unimaginable speeds was too much and he let out a yell of joy. Arcee transformed and sped up to keep up with the seeker.

"I haven't felt like this in stellar cycles!" Starscream yelled.

"Okay Starscream all you have to do is scour the area for any suspicious activity and then we can head back to base," Arcee said wanting to get this over with.

"Got it," Starscream said over the comm.

Strascream increased his speed in a random direction wanting to see more of the sights, Arcee increased her speed to keep up. A few minutes of sight seeing past and everything was all clear, Starscream then saw something that intrigued him. Starscream transformed midair and landed in front of a forest.

"Strange, I've never seen such strange structures," Starscream said in awe.

"They're called trees, Earth has different types of vegetation growing all over the planet," Arcee said finally catching up to the seeker.

"I always believed that organic planets had more to offer in the fields of science than Cybertron ever could. But they never believed me," Starscream began to get that familiar hate in his eyes. "All they did was laugh!"

Starscream's anger over came him and with a powerful swing he cut down a tree with his sharp claws. His eyes widened at what he did and his anger was replaced with grief.

"Oh no! What have I done?" Starscream examined the fallen tree then sighed. "You were right, you were always right-"

Starscream felt a comforting hand on his shoulder, his eyes trailed up the slender arm to the owner's face which had a look of concern. The light from the moon shined off of her frame and Starscream began to feel strange, he could feel his energon begin to heat up around his cheeks.

"_She's so beautiful,"_ Starscream began to get lost in her eyes.

"Starscream it's alright, trees grow back you don't have to beat yourself up," Arcee said soothingly.

"_What am I doing? He is the enemy!"_ Arcee screamed in her head.

"Oh uhh yes! Sorry I tend to uhm over react a bit," Starscream trying to regain his cool.

"A bit?" Arcee questioned with a smirk.

"Yes well, uhh," Starscream grew a smile when an idea struck "Arcee if it isn't too much trouble would you be so kind as to allow me to examine the vegetation of this forest?"

Arcee got an unsure look "I suppose, but make it quick."

Strascream smile grew and out of excitement he grabbed Arcee's hand and dragged her into the forest "Oh this will be so much fun!"

Arcee rolled her eyes and frowned "Yeah fun".

_Meanwhile..._

"Shockwave my most loyal subject, how long has it been?" Megatron said with a grin.

"A couple thousand stellar cycles my lord," Shockwave said emotionless.

"Come, come and meet the team," Megatron said gesturing to the Decepticons who did not look like the rest of the army.

"Have you ever seen Megatron so chummy with someone before?" Breakdown whispered to Knockout.

"No one except Shockwave, after all he was always Megatron's favorite. Makes you wonder how Starscream managed to stay as second-in-command for so long," Knockout replied.

"This is my chief field medic-" Megatron began.

"Knockout," Shockwave said.

"Shockwave," Knockout said back.

"Yes well, meet my top soldier-," Megatron began again.

"Breakdown," Shockwave said.

"Shockwave," Breakdown said back.

"Okay, this is my new second-in-command-"

"Airachnid"

"Shockwave"

"Lastly, I'm sure you remember my chief intelligence officer," Megatron said not bothering to say his name.

"Soundwave"

"Shockwave," Soundwave managed to say using a recording of Megatron saying Shockwave's name.

"Now that the acknowledgments are over with I'll take you to your new work station," Megatron said showing Shockwave his way through the _Nemesis_.

On the way to the station Megatron began to thoroughly explained the situation at hand, not surprisingly it seemed that Shockwave had the situation grasped.

As they entered the station Megatron began "So all I'll need you to do is to unlock the encryptions, I now it will be a complicated task that will take you a couple solar cycles for you to accomplish-".

"Done," Shockwave said.

"Wait what?" Megatron asked surprised.

"Well not 100%, I've managed to hack one algorithm but it will take some time to hack all of them. I'm afraid I'll only be able to unlock Starscream's memories piece by piece," Shockwave stated.

"I see, nevertheless what did you find?" Megatron asked.

"Take a look," Shockwave gestured towards the computer screen.

Megatron examined the new information and realized that they were coordinates, when realization dawned on him of what were at these locations he became enraged.

"After the last incident he still did not learn, he thought he could hoard energon from me? With this large quantity of energon deposits we could have defeated the Autobots long ago! Instead I've been stuck on this horrid planet fighting a war that should have been ours!" with that last statement Megatron blasted a random piece of technology with his fusion cannon.

"That was a little much don't you think?" Shockwave asked.

"Shockwave! Stay here and try to decode more of the encryption, I'm going energon hunting," Megatron said leaving the lab.

Shockwave's emotionless gaze watched Megatron leave the lab as the sliding doors shut, Shockwave went back to the computer and began his work.

"_What are you hiding?"_


	6. Chapter 5

**I would like to make a shout out to _Saiyanpride248_, if it weren't for her this chapter would of probably taken longer to post.**

**I do not own Transformers Prime, but this story is all mine!**

**Chapter 5**

Starscream was running around trying to examine everything he saw from the moss on the trees to the bugs in the dirt. Arcee just followed him with a bewildered expression, occasionally he would say things like 'fascinating' or 'Arcee come look at this!'. As Starscream was examining a butterfly that landed on a flower with his magnifying glass Arcee began pondering _"Where did he get a magnifying glass?"_ This Starscream made her question everything she new about the old one and pretty much every Decepticon, did they all use to be like this? The more she thought about it the more she wanted to know just who Starscream was before the war.

"Starscream, what was the science academy like?" Arcee asked while cursing herself for doing so.

Starscream turned around with a surprised expression "Do you really want to know?"

Arcee began screaming in her processor to say no but before she even knew it "Of course."

"Well okay," Starscream felt his face plate begin to heat up. "Come take a seat," Starscream gestured towards an adequately sized boulder.

Arcee complied and sat down waiting for Starscream to begin.

"Lets see where to start," Starscream began pacing, "oh I know let us start from the beginning."

Acree was far past regretting her decision.

"Well I grew up on the poor streets of Kaon with my brothers Thundercracker and Skywarp-"

"Wait a minute, you have brothers?" just when she thought Starscream couldn't surprise her anymore.

"Yes I do, sorry I must of forgot to mention that. I wonder where they are now, probably helping to fight Decepticon tyranny," Starscream laughed.

"Yeah probably," Arcee said hesitantly.

"Oh how I miss them, I was the oldest so I always had to look after them growing up on the streets of Kaon. Thundercracker was born in the middle, I may have been the oldest but most of the time he was the most mature and level headed. Skywarp being the youngest was always naive and energetic, he was always in high spirits never allowing us to get depressed." Starscream grew a sad smile at the memories.

"_It's official, we were 100% wrong about Starscream," _Arcee thought in awe.

"Anyway, growing up in Kaon we attended various schools to prepare for our future lives on Cybertron. I loved every minute of it, I excelled at every subject but my very top scores always came from science. I enjoyed all the sciences, my instructors took quick notice of my scientific curiosity and after graduation they suggested for me to take the steps of science further by attending one of the more prestigious academies in Iacon. I was excited to attend and getting in was a cinch, but my brothers didn't share my enthusiasm." Starscream's smile began to falter.

"They were happy for me by all means, but they didn't like the idea of me leaving them. I promised them that I would write and visit them as much I could, but now I realize I was just being selfish."

"You were not being selfish Starscream, you were just following your dream and there is nothing wrong with that," Arcee said reasurringly. "Your brothers should have been more supportive."

"No do not blame them, Thundercracker and Skywarp were never that interested in scholastic learning. After they graduated their interests were mainly in the coliseums, they took great pleasure in watching warriors take part in battle and I could tell that they wanted to be warriors themselves. They watched battles almost everyday, their favorite gladiator was a large brute that named himself after one of the 13 original primes, can you believe that?" Arcee tensed at the mention.

"But lets get to the part you want to hear, my days at the science academy. It was everything I ever dreamed of, my hunger for knowledge was finally fulfilled. It was a great environment for learning, there was no one you couldn't turn to for help." Starscream said but the way he said it seemed a little off. "I learned various sciences while I was there, I was too fascinated about it to just learn one branch of it. I had to learn it all!" Starscream noticed Arcee giving him an odd look. "Sorry I tend to get a little over excited," Starscream said flustered.

"It's okay, your kind of cute when your nervous," Arcee said jokingly.

"I will have you know that I am a full grown mech, I'm not cute I'm handsome," Starscream stated while crossing his arms.

They began staring at each other for a couple seconds until bursting into laughter. Starscream was practically clutching his inside while Arcee almost fell off the boulder laughing so hard. Arcee never thought she would act this friendly with Starscream ever, here she was laughing and sharing a joke with someone she completely despised a couple days ago. For Starscream this was an exhilarating experience, from the beginning he could tell there was tension between Arcee and him and he was just happy to tear down some of her walls that always seemed to surround her.

"Well I have one more question for you," Arcee said as she stood up trying to calm herself down.

"Shoot."

"Well I've been wondering this for a while now, why does a science geek like yourself need those claws don't they do more harm than good?" Arcee asked.

Starscream chuckled "Well that is a good question, it simply depends on how you look at it."

"How so?" Arcee questioned.

"To the untrained eye they simply look like weapons used for destruction, but it is an elegant tool that can be used to destroy _and_ to create," Starscream explained. "It also depends on the wearer."

Starscream stepped towards the boulder "In the wrong hands they are destructive and cause nothing but pain and sorrow." As he said this Starscream made a quick swipe and the boulder had five deep slash marks across the middle. Starscream walked towards Arcee and raised his hand "But in the right hands..."

Starscream slowly grazed Arcee's arm with his fingers sending a shiver down her back "They can be delicate to the touch."

Arcee broke the contact and stepped back wide eyed _"What just happened?"_

"I...I have to go," Arcee quickly transformed and headed in the direction back to base.

Starscream stood there alone in silence staring off into the distance where Arcee disappeared before releasing his rage on the boulder reducing it to rubble "I am such an idiot!"

Starscream sat down and leaned against one of the multitude of trees in the forest sulking in his own pity _"You were right, you were always right..."_

He sat there with his head in his hands for who knows how long before something took him away from his thought _"What's that sound?"_

Starscream stood up and tried to listen harder for the sound _"It sounds like...drills?"_

Starscream began walking towards the source until he came to an edge that led into a deep gorge. But what was inside was what really surprised him, various cybertronians that all looked the same were manning drills and digging into the ground. All of them had sinister purple insignias brandished on their chests and they were all surrounded by large energon crystals.

"They're drilling through this beautiful ecosystem for energon? Who gives them the right!" Starscream yelled angrily.

Starscream noticed in the middle of the whole operation stood a large imposing figure yelling out commands "Alright I want all this energon collected and this whole deposit drained of it's resources, when the task is completed call in so we can bring in the _Nemesis _for pick up."

Starscream's eyes narrowed when he realized who that was and growled "Megatron."

"Soundwave send in the ground bridge!" as he said this a large green portal similar to the Autobots' appeared and Megatron stepped through disappearing.

Starscream activated his comm-link "Starscream to base, come in please this is an emergency."

"What is the problem?" Ratchet asked.

"I stumbled across a large energon deposit and the Decepticons are making quick work of it, I need reinforcements."

"Well that is going to be a problem, I can't get an accurate lock on your current location. The Decepticons must be messing with our frequency. Your reinforcements will come but your going to have to wait a bit."

"What! But by the time they get here it may be too late!"

"Starsceam get a hold of yourself. Backup will arrive, you are just going to have to be patient and stay put." Ratchet said ending the call.

Starscream began debating whether he should follow orders or take matters into his own hands, sadly his decision was quick.

The Vehicons were busy uncovering more energon until they heard a strange sound, a missile came barreling towards one of the drills and quickly decimated it engulfing the driver in the explosion. Another missile appeared and did the exact same thing to another drill, they followed the direction of where the missiles came from in the first place and saw someone they never expected to see.

"Starscream? But ain't that slagger dead?" one Vehicon uttered.

A couple remaining Vehicons began talking about what to make of this, most of them thought they were seeing things or this was some sort of sick nightmare and some even thought that it was Starscream's ghost out for revenge.

"Who cares, if we bring in Starscream just think how ecstatic Megatron will be," a Vehicon stated.

That was all they needed and the rest of the Vehicons got into fighting positions, Starscream was quickly bombarded by blaster fire. Starscream shot some more missiles but his inexperience with the weapon caused him to miss most of his marks. He managed to wound some of them but that was only because the explosions from each missiles had a big enough range to reach their intended mark. Starscream decided to change his approach and transformed into jet mode, he took to the skies and continued to bombard them with his cluster bombs. One Vehicon managed to make his mark and got Starscream right in the wing, Starscream began plummeting to the ground but managed to crash into the Vehicon that shot him knocking said Vehicon out. This may have been sloppy in his books but it was still effective. He became surrounded by the remaining Vehicons, Starscream transformed back into robot mode and began to swipe with his claws but not as gracefully as he preached to Arcee. Nonetheless he managed to hit his targets but not enough to take them out of the fight, the remaining 'cons began beating him mercilessly. They began throwing insults at the seekers damaged body now laying on the ground, commenting how they expected so much more from him. For some reason that comment made him feel more pain than the external wounds he was carrying. Starscream could feel stasis lock coming closer.

"_You were right, you were always right...Skyfire,"_


	7. Chapter 6

**I do not own Transformers Prime but this story is all mine!**

**Chapter 6**

Megatron stood in the main deck looking through the windows at the planet below, a look of disgust plastered on his face.

"_Soon this pitiful planet will be mine and once I'm done with it, it will be nothing but ruble!"_

As Megatron continued to stare he noticed in the reflection a single orange optic staring at him appeared.

"What is it Shockwave?" Megatron said without turning around.

"I'm simply here to inform you that I have managed to crack a few more codes," Shockwave said dully.

"Anything of use?" Megatron asked turning to face his minion.

"I'm afraid not, most of it was just his days in the war academy and the rest were some passages about his distaste for you."

"That's all you could find!" Megatron yelled angrily.

"I'm sorry my lord but the hard drive contains over 400 million solar cycles of data, it will take some time before I find anything of use. Unlocking that hidden energon deposit was just a luck of the draw." Shockwave said fearing his leader's wrath.

A Vehicon came running in and interrupted the little fiasco that was occurring "My lord we have a problem!"

"What is it now!"

"The Autobots attacked us and took most of the energon we collected," the Vehicon said hesitantly already cowering under his leader's glare.

"What! Even with the help of a remote scrambler and the cover of the neighboring forests you pathetic drones can't accomplish something as simple as energon mining! What else could go wrong!" Megatron said angrily.

"Well there is more sir," the Vehicon said cowering even more if that was even possible.

"Grrr what now!" Megatron demanded.

"Before the Autobots showed up we were attacked by someone else," the Vehicon couldn't even look his leader in the eyes anymore.

"Who!"

"Well..."

_Meanwhile..._

Knockout was walking down the halls of the _Nemesis _with a happy smile on his face. After a long days work of repairing all the injured Vehicons from Megatron's various outbursts and the failed energon mining operation his med bay was finally empty of casualties. He was so ecstatic that he began to whistle a tune.

As Knockout entered the main deck he was greeted with a horrible sight, all the Vehicons stationed there were unconscious with various dents and scorch marks. The walls were covered in scorch marks and the silhouettes of blasted Vehicons, even Shockwave had a few scratches but over all he was fine. Knockout simply stared for a few seconds before turning around and exiting the room without another word.

Megatron through his hands into the air and with a blood curtailing roar "STARSCREAM!"

_Later..._

Starscream awoke with a start, he looked around and noticed he was surrounded by familiar tools of medical use. He saw Ratchet looking at something on his data pad, Ratchet didn't seem to notice him so Starscream cleared his throat.

"Starscream, good you're awake." Ratchet said sounding relieved.

"What happened, how long was I out?" Starscream said now noticing a sharp pain in his chest.

"Optimus and his team appeared on the scene to find you unconscious with various wounds and surrounded by Vehicons. As for how long you were out, almost a whole solar cycle. Why did you disobey your orders, you could of gotten yourself killed! You weren't fully recovered from your previous wounds, if Optimus and the others got there a little later and your wounds didn't kill you the Vehicons would of!" Ratchet sighed and shook his head.

Throughout Ratchet's scolding Starscream's head began to hurt and Ratchet's frame began to change, he became taller and his white and red color scheme became almost all white. He grew wings and was wearing a simple helmet. Standing in front of Starscream stood another familiar figure.

"I am very disappointed in you Starscream."

Starscream rubbed his optics and looked again to see Ratchet again.

"I'm sorry Ratchet, I was being reckless. When I saw the 'cons drilling into the beautiful landscape only for energon, I wanted to stop them as soon as possible. But I was in way over my head, I'm a scientist not a soldier." Starscream said sadly.

"It's okay Starscream, as long as your okay and won't be doing anything as reckless as that again you are forgiven," Ratchet said.

"Ratchet, where is everyone?" Starscream asked noticing the lack of others.

"Optimus, Bumblebee, and Bulkhead are all out on patrol. I don't know where Arcee went though, ever since she came back from patrol without you yesterday she was strangely quiet. After your call she wasn't too excited about 'kicking Decepticon skid-plates' or however you younger bot say it nowadays. But when she and the others got there from what I heard after she saw your busted body she went ballistic and got right into battle to save you. After they defeated the 'cons and brought you back I immediately began working on your repairs, after I finished Arcee would never leave your side. All night and into the morning she was still there, asleep sure but she never left your side. I finally told her to go out and get some exorcize, she was hesitant to leave but she finally complied after I promised to watch over you while she was gone," Ratchet explained.

Starscream was speechless, after last night he thought Arcee hated him for what he did, but from that story he could not deny that Arcee still cared for his well being. Starscream's vents began to increase in heat, knowing that Arcee cared enough to do all that for him made him feel hopeful. Starscream began to try and stand up, his expression now very serious.

"What are you doing!" Ratchet demanded trying to stop him.

"I have to talk to Arcee."

"You are in no condition to move around, you need more rest!" Ratchet said trying to force Starscream back into the berth.

"Ratchet please, I have to do this!" noticing Starscream's expression Ratchet finally complied.

"Fine I'll help you find her location but you are in no condition to fly there yourself so you will take the ground bridge," Ratchet walked over to the central computer and quickly found her location.

Ratchet's optics widened at Arcee's location, he knew Arcee would kill him for doing this but he sucked it up and activated the ground bridge.

"There you go, but be quick."

Starscream nodded his head and walked through the portal and found himself in front of a large canyon with the sun starting to set. He looked on in awe at the beautiful sight but then realized why he was here and began looking for the two wheeler. He spotted her sitting on a ledge and watching the sunset, she was sitting in front of a small rock structure with an object on the top. As he walked closer Arcee still didn't take any notice to him, as he got closer he could make out the object to be a horn. Starscream was now a few feet behind Arcee standing right next to the horn and she still didn't take any notice to him.

"The sunset is beautiful isn't it?" Arcee asked.

"Yes it is."

Immediately before Starscream could even blink he was staring down the barrel of Arcee's blaster, before Arcee blasted the snooper she noticed who it was.

"Starscream? You're alright! What are you doing here?" Arcee went from shocked to relieved to angry in a matter of seconds.

"I'm sorry, I didn't mean to startle you. I awoke a few cycles ago and I wanted to talk to you so I asked help from Ratchet," Starscream explained.

"_I am going to kill that medic!"_ Arcee thought.

"So what do you want to talk about," Arcee asked.

"I wanted to thank you for what you did, I don't think I know anyone that would go through all that trouble just for me. I'll also want to say that I'm sorry," Starscream said catching Arcee off guard.

"What I did yesterday was inappropriate, I shouldn't of made you so uncomfortable. It was ungentlemanly of me," Starscream said in shame.

Starscream felt another comforting hand on his shoulder and looked to see Arcee with a smile "It's okay Starscream, I forgive you. Sure what you did was unnecessary, but I overreacted."

Arcee grabbed Starscream's hands and held them up for them see.

"Besides, I liked your explanation. You're right, it depends on the user," Arcee said with a smile.

Starscream began to heat up at Arcee's touch and when Arcee realized what she was doing she began to heat up and let go of his hands. There was an Awkward silence and then Starscream noticed the pile rocks with the horn on it again, his curiosity peaked.

"Hey Arcee, what is this," Starscream pointed his finger at the horn.

"Don't touch it!" Arcee snapped.

Starscream quickly retracted his hand away from the horn "I'm sorry I didn't now it's important to you."

At that moment Arcee realized again just who she was talking to, she sighed and sat back down onto the ledge. Starscream was fearing that there small moment was ruined again by his foolishness

"You don't have to tell me, I'll just go," Starscream began to call Ratchet for another portal but was interrupted.

"It's what's left of my old partner, what's not tainted," Arcee said grimly. "His name was Cliffjumper, he was one of my best friends and a horrid Decepticon took his life away!" Arcee shuttered.

"Did you ever catch the 'con?" Starscream asked.

"He's long gone."

Starscream sighed and sat down next to Arcee, the whole time she never once made eye contact.

"I had a partner once," Starscream said looking at the now night sky.

Arcee surprised looked at Starscream but still refused to look him in the eyes.

"His name was Skyfire, he was my best friend in the whole world and pretty much the only one I had to talk to in the academy. The place wasn't all that was cracked up to be like I said. I was the new mech and when I got there it was pick on the new mech all around, the only one to stand up for me was Skyfire. After he helped me we instantly hit it off, we both had unimaginable love for science that was unmatched. We soon became partners, we did everything together and always conquered odds. But back then I had a need to surpass my arrogant pears that I soon started to act just like them. I always got into fights with other students and instructors, Skyfire couldn't help with everything so I got in trouble a lot. Skyfire always told me to calm down and to have fun but I never listened. He was right, he was always right and I saw it too late," Starscream said looking up at the sky again.

"One day after the news that there was a massive decrease in energon spread all over Cybertron I decided to try and solve the issue. I brought the proposal to one of my professors that exploring organic planets may give us more scientific opportunity and it may even solve our energon problem. He merely laughed and denied it saying that it would never work and that it was simply a childish idea in the first place. I told Skyfire my idea and the denial for my request, he was completely on board with my idea and was willing to help gather supporters. But I was impatient and selfish, I didn't want anyone to take the credit for my idea so I asked Skyfire to come with me alone. I could tell that he wanted to refuse but didn't want to hurt my feelings so he agreed, we rented a small cargo ship and flled with supplies and began exploring for an organic planet. After a few solar cycles of travel we made it to our destination, a small solar system full of empty planets was what we found. We examined every planet but found nothing, we came to a planet that was completely covered in ice. Examining the whole planet we came up with nothing, I was bored throughout the ordeal but Skyfire was still fascinated with the exploration of these planets even though we came up with nothing." Starscream stopped and mentally prepared himself for the next part.

"I challenged Skyfire to a race but before he could reply I activated my thrusters and sped up, after a while I stopped and declared my victory but I couldn't find Skyfire anywhere. I tried to call him through our comm but the signal was lost, I searched for him all over the planet but couldn't find him. I decided that he probably went back to the ship but when I got there it was empty, I sat there and waited for him to return. I waited for a very long time and I feared the worst, losing hope I activated the ship and departed for Cybertron. When I got back I pleaded with the academy to send a search party but they refused saying that it was my fault so it was my problem. I went to the council at Fortress Maximus in Iacon for a search and rescue, but they refused as well saying that it was a lost cause and that organic planets are forbidden for entry. I soon quiet the academy and Skyfire became a distant memory, after that I'm not sure what I did my memory is a little fuzzy." Starscream ended.

Arcee stared at Starscream straight into his eyes seeing the pain and the regret that was just as strong as her's.

"Are we good?" Starscream asked hopefully.

"Yeah, we're good. For now."

Arcee began to just stair at the beautiful night sky enjoying the silence. Starsceam did as well enjoyment over powering his previous sadness.

"_Thank you Skyfire, where ever you are."_

"But if you ever tell anyone about this I will shove Ratchet's scientific junk so far up you aft!"

"Dually noted."


	8. Chapter 7

**I don't own Transformers Prime but this story is all mine!**

**Chapter 7**

For the next week or two Starscream was forced to stay put in the base until he was fully healed, boredom and anxiety from not being able to fly was getting to him. The Decepticons disappeared off the radar, the whole time not once they tried anything and all the recon missions all came up with no results. This fact didn't go unnoticed by the Autobots and everyone was seriously on edge.

One day to pass the time Starscream decided to see what the humans were doing, he came across them playing a game about racing cars. Raf appeared to be winning while Miko was in second and Jack dead last. After observing he asked what the point of playing this ridiculous game was and Raf suggested for him to see for himself while holding up the controller. Starscream felt a little akward holding the small device in his large claws, this and the fact that he didn't know how to play caused Starscream to get frustrated and lose multiple times. After getting a new controller cause Starscream out of anger crushed the last one he finally got the hang of it. The next day he found the kids playing with remote controlled cars, Starscream was about to question this as well since they could always just play the video game but decided not to. He asked if he could join them and they were a little hesitant after the last incident but complied, Starscream had a tough time figuring this out as well but was more careful with the small device. Starscream had fun but stated that he could do better with plains, this did not land on deaf ears and the next day the kids brought in newly purchased remote controlled plains. Starscream was now in his element, after learning the controls in a shockingly short amount of time he beat everyone in an aerial race. Bumblebee, Bulkhead, and even Arcee challenged Starscream to a race seeing his cocky attitude but were all defeated, no one could defeat Starscream in his element.

After spending time with the kids Starscream realized that he should really start spending more time with the other Autobots, from the very beginning he could tell that some of them were giving him the cold shoulder. After his moment with Arcee she seemed more willing to be around the seeker, he decided to have a nice chat with the two-wheeler who was adamant about it at first. After chatting a little about this and that Arcee became more willing talk about her past, they surprisingly connected more and talked about their days before the war. After their bonding session ended and Arcee suggested they do this again sometime, Starscream stuttered out an agreement. Next morning Starscream found Bulkhead using a piece of metal hanging from the ceiling as a punching bag, Starscream asked him if he wanted to hang out but Bulkhead merely scoffed at the idea. Starscream thought quickly and suggested that they play a game of lobbing knowing that a large mech like Bulkhead would agree. Bulkhead did as Starscream expected but the game didn't last long, an indent the size of the seeker was made on the wall. Starscream was okay and only had a few scrapes and dents, nothing serious enough to reopen his previous wounds but Ratchet was still not happy. After getting his wounds smoothed over Starscream and Bulkhead began chatting, most of it was about Bulkhead's days as a wrecker which Starscream was happy to hear. Later Starscream tried spending time with Bumblebee, he caught the scout holding a rope attached to a bucket full of oil above the walkway so Ratchet couldn't see it. After the prank worked and Bumblebee had to deal with the steaming oil covered medic Starscream proposed to Bumblebee that he could find much better ways to cause mischief. All day chaos ensued across the Autobot base with random paint grenades being thrown at the bots, holograms of creatures that could scare even the sturdiest of mechs, and even the hand buzzer trick that released large volts of electricity. Throughout the experience Bumblebee reminded Starscream so much of Skywarp, Starscream was having the time of his life. Next Starscream acted as Ratchet's lab assistant and helped reconstruct broken equipment most of which from Bulkhead's doing. Science always gave Starscream enjoyment and he even gave his insight on the Synthetic Energon formula. Starscream even got to hear some of Optimus' war stories, the leader of the Autobots was ever insightful and Starscream had a lot of respect for him.

Starscream was lazing around watching the kids play video games with their partners cheering on, obvious boredom strewn across his face. Optimus entered the base and began talking to Ratchet, they occasionally brought their gazes over to Starscream's direction then turned away talking again. Starscream's curiosity got the better of him and he tried to listen in, just when he began to make out what they were saying their conversation ended and they walked over to the seeker.

"Starscream, have you been feeling any better these past few solar cycles?" Optimus questioned.

"I've been doing fine, being cooped up in here gave me time to learn more about this planet and make friends along the way," Starscream said with a smile. "I think I'm healed enough to take a nice fly around the dessert."

"I'll be the judge of that," Ratchet said not wanting the seeker to get ahead of himself.

"Oh come now Ratchet, give him a break he has been stuck on the ground for a while and you've heard how seekers get when they're denied flight," Optimus gave a knowing smile to the medic. "Besides he is going to need his energy."

Strscream had a questioning look as Optimus walked over to the rest of his crew to get their attention "Ever since are last encounter with our life long foes it has come to my attention that Starscream isn't ready to face the Decepticons."

Starscream had look of shame written across his face-plate "However," instantly Starscream had a look of hope replacing it. "I have quickly come to a solution Bulkhead, Bumblebee, Arcee."

The mentioned bots stood at attention "It is your duty to train him in combat."

This earned a collected groan from the Autobots "This is non negotiable, the Decepticons haven't made a move in a long time and there is no telling what they are planning as of this moment. We will need everyone to be ready when that moment comes."

With that last said Optimus exited the room to leave his crew to figure this out on their own, after a long silence Bulkhead managed to break it.

"So who's first?"

_Later..._

Bulkhead stood outside a couple yards away from the Autobot base grumbling angrily to himself for getting the short end of the stick. Starscream stood across from shaking nervously wondering what the first thing the ex-wrecker had in store for him. After a few seconds of agonizing silence Bulkhead finally spoke.

"We will start a few rounds of transform-ups."

_'That doesn't sound too bad,' _Starscream sighed.

"Drop and give me a hundred," Bulkhead yelled pointing at the dirt ground.

"What? Don't you think that's a little unreasonable?" Starscream demanded.

Bulkhead thought it over and grew a smile "You're right one thousand transform-ups it is."

Starscream gained a look of horror but complied and got into a regular push-up position and transformed into his alt-mode and then back into robot mode in the same position. This process was repeated until one thousand transform-ups were done.

"Done," Starscream said stretching his aching limbs.

"Good, next I want fifty laps around this," Bulkhead said pointing to a large plateau.

"What!" Starscream demanded.

"Oh I'm sorry, I don't want to sound unreasonable." Bulkead smirked.

Starscream glared at the large mech and began a jog around around the plateau, after he was done he was sprawled on the ground with his vents working over time to cool Starscream off. Bulkhead told Starscream to do another set of transform-ups, but this time a large boulder was placed on Starscream's back. After the next set Starscream felt like he had no more energy left to even stand, Bulkhead told him to do fifty more laps around the plateau carrying the boulder.

"This is absurd! I am a seeker, we spend most of our time in the sky slag it!" Starscream yelled.

"You know what you're right, I want five thousand laps around this mountain range." Bulkhead said.

Starscream smirked, five thousand laps is child's play compared to him.

"Oh and one last thing, you have to do them with this boulder on you back. If it falls off you will have to start over," with that being said Starscream's confidence diminished.

Starscream activated his thrusters but the sudden thrust caused the boulder to fall off and he had to start again, with a new boulder Starscream started at a slower pace. When he was done Starscream almost crashed into the ground he was so exhausted. More transform-ups and laps ensued for the rest of the training session leaving Starscream in an exhausted heap.

"Alright one last exorcize and we're done for the day," Bulkhead said with amusemnet.

"And *****_pant***** _what would *****_gasp*** **_that be?" Starscream asked.

Bulkhead activated his mace "Run."

_Later..._

Starscream ran into the Autobot base right past a few confused humans and bots, he crashed into Rathet's work station causing all of his equipment to fall to the ground.

Bulkhead came rushing in "Okay who's next?"

Bumblebee raised his hand beeping excitedly, grabbing Starscream's foot he began leading the seeker outside. The whole time Starscream was dragging his claws across the ground making an unpleasant screeching sound.

"No! Let me go! You bots are insane!" Starscream screamed in hysteria.

_Back outside..._

The whole point of Bulkhead's exorcizes was to simply toughen Starscream up, Bumblebee's was to help Starscream use his marksmanship.

"_Okay Starscream, I've set up several targets. All you have to do is show me what you've got," _Bumblebee beeped.

"Seems easy enough," Starscream said unsure.

Starscream took aim and shot his missiles at each of the targets missing everyone.

"_That was good for your first start, now you need to focus on your target."_

Starscream did as Bumblebee said and took aim.

"_Calm your intakes and pull the trigger."_

Starscream calmed his breathing and breathed in activating the missile. It headed for the target and made its mark.

"I did it!" Starscream said not being able to hold in his excitement.

"_Nice work, now lets see you do it again." _Bumblebee challenged.

Starscream did as Bumblebee advised and shot each target dead center.

"_Impressive, soon you will be mowing down 'cons no problem," _Bumblebee complimented.

Starscream and Bumblebee walked back to base finished with today's target practice, when they returned they found Arcee waiting patiently.

"_Your up,"_ Bumblebee beeped.

Starscream followed Arcee back outside and found a nice open area for whatever they were going to. Arcee got into a combat position and activated her blades.

"Get into ready position, we will be working on your combat skills." Arcee said.

Starsceam did as she ordered and hesitantly got into a fighting stance. Arcee did a swift kick and knocked Starscream onto his back.

"I know you don't know how to fight but it's common sense to block or dodge," Arcee mocked.

Starscream got back up and got into another fighting pose, Arcee struck with another kick and Starscream blocked it with his arms but was unprepared for Arcee's next attack. She used her momentum to do another kick midair.

"Oh come on, I haven't even used my blades yet," Arcee gloated.

With new determination Starscream got back up and assumed the usual fighting position, seeing this burst of confidence Arcee prepared herself. Starting with usual kicks Starscream managed to block the first one and dodged the next, she started throwing some punches which were either blocked or dodged. Arcee began using her blades which Starscream was obviously unprepared for, Starscream began countering with his claws but was easily over powered. He soon found himself on his back yet again with a blade against his neck. Arcee retracted her blades and held out her hand which Sarscream gladly took.

"You started off alright but when we got to the heavy part of the combat you shut down on me," Arcee stated.

"It's not fair! My claws aren't used for this sorta combat, they are not good for blocking enemy blades." Starscream said angrily.

"That may be true but a good warrior learns to improvise," Arcee stated unfazed.

Starscream stood unmoving contimplating this until he finally stood up and got into another fighting stance, Arcee mimicking him. Arcee began flurries of punches and kicks with added flair to make it harder to avoid, Starscream to her surprise didn't have too many issues blocking them. Midair she activated her blades and struck down a little more forcefully than she intended, Starscream countered with his claws making a large clang sound from the connecting blades. Arcee continued to parry more strikes which were all blocked by Starscream's claws, Starscream quit using defense and went into offense. Arcee found herself blocking his swift yet devastating blows, Arcee lost her footing and ended up in the position that Starscream was in last. Starscream lifted his claws into the air, Arcee closed her eyes waiting for the finishing blow which never came. Instead when she opened her eyes she saw Starscream holding out his hand for her, Arcee took it and stood back up.

Starscream chuckled "Impressed?"

"Laugh now Screamer but wait until you hear what I have in store for you next," Arcee smirked.

"And what would that be?" Starscream said smirking as well.

Arcee activated her blasters "Dodge."

_'Scrap!'_


	9. Chapter 8

**I don't own Transformers Prime but this story is all mine!**

**Chapter 8**

For the next couple of days Starscream went through the training regiment to help with his endurance, marksmanship, and combat skills. Bulkhead began to make it harder for the seeker by making him carry larger objects for exercise and more brutal 'dodge' sessions. Bumblebee helped Starscream to focus more by distracting him with whatever he could think of; scaring, throwing rocks, insults. Most of them went over his head until Bumblebee mentioned Arcee was coming which got the seekers attention but was disappointed to see that she was in fact not there. Arcee's training didn't change that much, she just fought with more ferocity and cunning than she did the day before.

Starscream and Arcee met at their usual training site, they stood a few feet away from each other and did a bow of respect before they got into combat position.

Arcee ran toward Starscream and jumped into the air and shot a devastating kick his way which was easily blocked by the seeker. Arcee did a back flip and landed away from him but then preceded to charge towards him throwing well aimed volleys of punches. Starscream blocked each one then nimbly swatted the last punch and began to turn the tides, Arcee found herself being pelted by punches that she was expertly blocking. Arcee tried to sweep Starscream from under his legs but he did a back flip landing on his hands then flipping again landing on his feet. Arcee activated her wrist blades and Starscream readied his claws, they ran towards each other and the sound of colliding metal ensued. They stood there with their arms crossing each others, one trying to over power the other. Their power struggle ended and they began swiping at each other and each collision was met with resistance, they were surrounded with sparks flying in all directions. Trying to change their approach they both swung a powerful roundhouse kick at their opponent, the kicks met in an 'x' arc and the struggle for power began again.

"Impressed?" Starscream smirked.

"Don't get cocky," Arcee scolded.

Starscream chuckled and the pair separated, with a powerful thrust of their weapons a loud clang was heard from the connection.

"What happened Arcee? You used to be able to knock me over no problem, you're not losing your touch are you?" Starscream gloated.

Ignoring that comment Arcee knocked Starscream's claws out of the way prepared to finish this, she rushed him but lost her footing and tripped into him. The sudden unexpected weight caused Starscream to fall onto his back carrying Arcee with him. Arcee landed on Starscream's chest, leaving their stupor they stared into each others eyes their faces merely inches apart. They began to lean towards each other slowly closing their eyes, it ended as soon as it began. Their eyes shot open realizing what they were about to do, Arcee stood up brushing some dust that accumulated off of her. Starscream did the same, an awkward silence came over them neither one wanting ask the other what almost transpired here.

"T-this looks l-like a good place to s-stop," Arcee flushed at her stuttering.

"Y-yeah s-sure," Starscream almost kicked himself at his stuttering as well.

Arcee began heading for base with Starscream in tow a few feet behind her at all times.

As they entered Starscream watched Arcee walking down the hall most likely heading towards her quarters. Starscream sighed and plopped himself against a wall in the main control room, he began thinking of a certain two-wheeled fem and what almost transpired.

_'I can't believe we almost kiss-, NO! Everything was going so smoothly and now this happened! She probably hates me again after that incident. Besides it was an accident, it's not like I actually like her or anything! Right? ...Slag!' _as Starscream pondered this Ratchet appeared with a small can of oil in his hands not noticing the seeker.

_'She'd probably never return my feelings anyway. Primus! I've never been good at these sorta things,' _Starscream watched Ratchet type some keys into the computer and suddenly had an idea.

Starscream got up and walked over to the medic "Hey Ratchet I have something I need to ask you."

"What's your question," Ratchet asked taking a sip of his oil.

"Well you see there's this fem and-" Ratchet choked on the oil and quickly spat it out.

"YOU LIKE ARC-!" Starscream quickly silenced Ratchet before he could say anymore.

"What are you doing? Do you want the whole base to find out?" Starscream demanded letting go of Ratchet.

"Sorry it just came as a surprise that's all," Ratchet said getting his composure.

"Why would it surprise you that much?" Starscream questioned.

"Uhhh, no reason," Ratchet said trying to avoid the question.

"_Riiight, _as I was saying I like her but I don't know what to do with these newly found feelings. Do you have any advice?" Starscream asked.

"Do I look like the kind of bot that knows these things?" Ratchet asked.

"I didn't have any other choice! Bulkhead would've pounded the slag out of me, Bumblebee is still too young to concern himself with these sorts of matters, and Optimus I feel would be too much like a father figure in this subject." Starscream explained. "So will you please help me?" Starscream pleaded with his signature puppy dog eyes.

Ratchet fidgeted under Starscream's gaze, already hating this conversation the moment he realized just where it was headed. Ratchet began thinking of a way to appease the seeker without getting him killed, Ratchet is not one to play matchmaker.

"Look you and Arcee seem to be very... close nowadays. The best thing you can do now is to tell her how you feel, worst thing she could say is no." Ratchet said.

Starscream mulled this over until growing a smile "Thanks Ratchet, your advice really helped."

Starscream thanked the medic one last time before exiting the main control room, Ratchet let out a sigh of relief now that the awkward conversation finally ended. Ratchet began typing away at the main computer until his eyes widened in horror.

_'There is so much more worse things she could do than say no! I've doomed that mech.'_

_Later..._

Starscream stood in his quarters which was nothing special but simple enough with a berth, work table, and a large mirror. Starscream stood in front of the mirror mentally preparing himself for meeting Arcee later. Starscream stood for a while admiring himself until he saw something strange, he got closer to the mirror and realized he had a scar on his right cheek. He began feeling it wondering where it came from, shrugging it off thinking he got it from his fight with the Vehicons Starscream exited his room. Starscream walked down the halls and stopped in front of Arcee's quarters, he stood there trying to muster up the courage to talk to her. After a while Starscream raised his hand and knocked three times, Starscream was greeted with silence. He placed his audio receptors to the door and listened, he heard petite footsteps heading towards the door and Starscream quickly composed himself.

The door slid open and Arcee stepped out with a questioning look, Starscream tried to look past her into her room but the door slid shut before he could make out anything.

"Can I help you?" Arcee asked crossing her arms.

Starscream flinched and began fidgeting around before being able to say a simple sentence.

"If you don't have anything to say than I'm leaving," Arcee began to head back into her room.

"Wait!" Starscream had Arcee's attention but found himself tongue-tied yet again. "I just want to talk, we haven't had a nice conversation in a while."

Arcee thought about it and it was true that last time they had their 'talks' was before Starscream's new training regiment.

"Fine," Arcee started walking in a random direction beckoning Starscream to follow. "So what do you want to talk about."

"First I just want to say I'm sorry for how our training session ended," Starscream said with his wings lowering in sadness.

Not even Arcee could deny that Starscream looked kind of cute when he did that, she couldn't resist comforting him when he was like this. At least before Starscream lost his memories she had a reason.

"It's okay really, it was my fault anyway I did trip," Arcee reassured the seeker.

"Well as an attempt to change the subject let us resume talking about you, you know so much about me yet I know so little about you." Starscream said.

"Well as I said before there's not much to tell, before the war I lived a quiet life in Iacon. I went to classes and learned circuit-sue aside from that I lived the life of a normal femme never having to worry about my future. When the war started I aligned myself with the Autobots, one time I was surrounded by Decepticons and I applied my acquired skills. Needless to say the Autobots were impressed and they sought me out," Arcee explained.

"I still can't believe all that has changed since I've been gone, how could all this happen?" Starscream asked.

"I don't know, no one knows how it all completely fell apart," Arcee answered.

"Please Arcee do you know _anything _that can help me remember my lost past?" Starscream asked.

Arcee was silent not knowing how to answer that, any slight slip up could bring back the Starscream that the Autobots loved to hate.

"I'm sorry, we found you in the forest in stasis-lock with a gaping whole in your chest. How you got into that state we don't know," Arcee lied.

Starscream sighed sadly not willing to persist any further. His mood shifted after realizing something.

_'Now is a good time as ever.'_

"Arcee, I have something important to tell you," Starscream said becoming more nervous.

"What is it?" Arcee asked seeing Starscream's nervous tension.

"Well you see I think I l-,"

"Starscream I need to speak with you," Optimus appeared.

Starscream greeted the Autobot leader with a shocked expression while Arcee was giving Starscream an incredulous stair.

"Am I interrupting anything?" Optimus asked.

"No not at all, Starscream was just about to tell me something," Arcee explained.

"I-it can wait, so Optimus what do you have to inform?" Starscream asked happy to change the subject.

"I believe you're ready to go on patrol by yourself and I need someone to take the next shift. If it's no trouble do you think you could do it?" Optimus asked.

"Yeah sure," Starscream answered heading for the exit of the base. Starscream saw Arcee's questioning glance "Don't worry we'll talk later."

Starscream exited the base and transformed flying into the night sky.

Starscream's patrol wasn't very eventful, as he was planning to head back to base something caught his attention. Various impressive sports cars in a row were revving their engines, curious Starscream did several laps around said cars to see what would ensue. A human female wearing not too concealing clothing from what he could guess appeared holding something. She waved a checkered flag and the drivers pushed their gas petals, the race was on. Starscream began following very intrigued, one particular vehicle with a red paint job and gold rimmed tires was doing very well. Another vehicle bumped into it and the red one retaliated by causing the other to crash. Starscream's curiosity was replaced with disgust as the red vehicle began decimating the rest of the competition.

Not being able to ignore what happened Starscream swooped in and used one of his wings to cut down a tree to the side of the road. The tree collapsed in front of the sports car just barely crushing it, Starscream laughed and began to head back to base until something else caught his eye.

"Hey watch the paint!" the vehicle began to morph, changing its form into a sleek robotic form.

Starscream transformed and landed in front of the unfamiliar mech pointing his missiles towards him.

"Freeze Decepti-scum!"

"Starscream? What are you doing here? It's me Knockout."

"I don't want to listen to whatever you have to say!" Starscream yelled.

"What are you going on about? Oh right I almost forgot, your still a little loopy after Megatron prodded around that twisted mind of yours." Knockout chuckled.

"What are you talking about? Do you have information about my past?" Starscream demanded.

"Depends who's asking" Knockout mulled.

"Tell me now!" Starscream flexed his claws.

Knockout flinched at hearing the horribly familiar sound of Starscream's extended claws.

"Oh no, not until you give me compensation," Knockout smirked.

"You aren't in any position to barter with me, just one comm will get you surrounded with the rest of the Autobots." Starscream smirked back.

"You actually joined them? You must be more out of it than I thought. No matter, what's stopping me from comming the Decepticons we do out number you," Knockout rebutted.

"Simple, I'm sure your leader is smart and hearing that you got into human affairs will not make him happy." Starscream chuckled at seeing the cons' eyes widen.

"S-so what, even if I avoid the possibility of getting in trouble with the boss I still won't tell you anything. So if you want me to comply you better listen to what I have to say," Knockout said enjoying Starscream's frustration.

"Fine what are your demands?" Starscream finally gave in.

"It's quiet simple really, your going to have to be a little patient that's all." Knockout explained.

"What! You will tell me now!" Starscream's anger was obvious.

"All in good time Scream. Right now though you have to make sure that none of the other _Autobots _know what transpired here. If any of them find out there will be major repercussions," Knockout explained.

"If you hurt her- er I mean them you _will_ be sorry!" Starscream extended his claws in a threatening motion.

"All you have to do is comply and... wait a minute _her_? Oh now I get it, you've got a thing for the two-wheeler that explains it. So what, did you frag that yet?" Knockout laughed.

"Why yo-" Starscream was interrupted by a beep from his comm.

"**Starscream are you finished?"** Optimus' commanding voice asked.

"Remember Starscream keep this between you and me, your memories will come soon enough." Knockout said.

"**Starscream?"**

Starscream placed two fingers to his comm "Everything is..."

Starscream glared daggers at Knockout before saying "Under control, I'll be heading back to base soon." Starscream ended the call.

"Good, as I said before I will demand compensation for helping you. After you get your memories back I'll want something in exchange. Remember, all in good time," Knockout said before transforming and driving down the road.

Starscream stared at Knockout's fleeting silhouette before transforming and heading back to base.

Then he got a call.

"**So Starscream** **what did you want to tell me?"** Arcee's voice commed in.

"..."

"**Starscream?"**

"It was nothing important, see you back at base."

"**Okay... see you back at base than."**

After Arcee hung up Starscream let out a large sigh and sped up to base so this day would just end.

_Meanwhile..._

Knockout drove down the dirt road of the Nevada dessert annoyed just imagining what the dust would do his engine. Knockout began chuckling sinisterly.

_'Until next time _herr kommandant _heh heh heh hehhh!'_


	10. Chapter 9

**I don't own Transformers Prime but this story is all mine!**

**Chapter 9**

Shockwave stood hunched over his terminal working on another algorithm needed to be decrypted, this one had to be the toughest one he attempted yet. He was so close he could taste it, the section unlocked and Shockwave was greeted with a large file containing coordinates to an unknown location. But before he had a chance to read them the door to his station opened and his leader stepped inside.

"Shockwave! Have you found anything of value?" Megatron asked.

"I've managed to unlock a large number Starscream's memories since your last... outburst," Shockwave opened a separate file and gestured his leader towards it. "Most of them are more locations of energon deposits Starscream _forgot _to mention."

"That's it! I don't care about energon, if Starscream is truly on-line then you need to hurry and decode that messed up processor of his before it's too late!" Megatron yelled clearly irritated.

"But my lord it takes time and patience, Starscream isn't an idiot. Besides this was all I could find through my efforts, everything else is his distaste for you and the Autobots," Shockwave explained.

"I don't want your excuses, I'll be back later and you better have something of value," Megatron said heading for the exit.

Shockwave exasperated began reading the new file he decrypted, his single optic widened at his find.

"Lord Megatron come quick, you may want to see this," Shockwave called over his leader.

Megatron walked over and rudely shoved Shockwave out of the way, Megatron began reading very uninterested at first. As he kept reading his optics widened intensely, Megatron reread it multiple time to see if he was dreaming. When he realized he wasn't hallucinating he began to chuckle, the small chuckle increases until he was laughing sinisterly.

"Sir?"

Megatron, after the laughter died down, activated his comm-link "I want everyone aboard this vessel to prepare to depart and that means _everyone_, you will all be debriefed once we reach our destination."

"Whatever this is must be important if you're sending everyone, I'll just stay here and work on decrypting more data," Shockwave stated turning back to his terminal.

Before he could do that Megatron grabbed him and shoved him towards the door.

"When I said everyone I meant everyone, we have to make sure the Autobots don't stop us by any means necessary," Megatron stated shoving Shockwave out the door.

_Later..._

Ever since Starscream returned from recon yesterday he was strangely quiet, the whole night he locked himself in his quarters until morning. When he emerged he didn't say a measly 'good morning' to anyone, surprisingly the rest of the Autobots were missing Starscream's talkative personalty. They tried asking him what was wrong and stated he was 'fine' but they knew he was far from it, from the looks of it he wasn't sad but he wasn't happy either.

As the bots spent time with their human companions after just recently picking them up the main computer's sensors activated alerting all the crew.

"Optimus it looks like there has been a recent spike in Decepticon activity," Ratchet stated.

"Finally, I actually kind of missed the cons. There's been nothing to do since they've been gone," Bulkhead said excited.

"Ratchet activate the ground bridge. Autobots transform and roll out!" Optimus' booming voice commanded.

The Autobots did as their leader commanded and entered the ground bridge, before Optimus entered he noticed that Starscream was unresponsive.

"You ready Starscream?" Optimus asked.

Starscream was shocked to hear Optimus address him "Do you really mean it."

"Of course, you've been training very hard for this moment," Optimus assured.

Starscream's happiness risen knowing that Optimus had so much faith in him, transforming Starscream entered the ground bridge with the Prime following right behind him.

_Meanwhile..._

Megatron stood in a large canyon in front of a large entrance to a cave, all the Vehicons were ordered to dig through the cave until something of value would be surfaced. Knockout, Breakdown, Airachnid, and himself stood guarding the entrance for an unruly Autobots. Soundwave was back aboard the Nemesis ready to bridge them back once the deed is done.

"Lord Megatron if I may ask, why are we out here at all? We usually make the Vehicons do _all_ the work, this just isn't your style at all," Knockout stated.

"As I said before, this mission needs to be a success! If we locate the item of interest this war is as good as ours, but if the Autobots get their servos on it kiss victory goodbye!" Megatron said angry at having to explain it again.

"Sheesh sorry I asked," Knockout said low enough for his leader not to hear.

Above the canyon the green swirl of the ground bridge appeared and released its passengers, they all transformed back into robot mode and peered down into the canyon.

"The Decepticons haven't been active for some time so you all know whatever they're planning can't be good, hopefully we will end this quickly with the element of surprise on our side," Optimus informed his crew.

As Megatron looked around keeping his guard up for the enemy he got a comm.

"What is it?" Megatron ordered.

"My liege, we have company," Shockwave's emotionless voice came in.

Megatron eyes widened for a second before he smirked "Prime! I know you're there, you know you can never hide from me!"

Surprised their cover was blown Optimus landed in the canyon with his crew following sweet a few feet away from Megatron.

"Megatron! I don't know what you are planning but it ends here!" Optimus yelled readying his weapons.

For once Megatron didn't bother listening to his nemesis' speech, his eyes wondered to a certain mech glaring daggers and aiming his missiles.

"So, the 'silver snake' returns. You know Starscream your inability to go off-line has become quite a bother," Megatron stated.

Starscream gasped but soon got back his composer and aimed his missiles with more emphasis which only got a chuckle from the war lord.

"Enough! Stand down Megatron, you are outnumbered and outmatched," Optimus demanded which only got another chuckle.

"Is that so? From what I can tell the odds look like they're in my favor," Megatron smiled.

Before a reply could be made the Autobots heard the sound of active thrusters heading this way, they looked into the sky to see a foreign purple aircraft. A small white gun appeared from below the craft and began firing upon the Autobots, none of the bolts of energy made its mark but that wasn't the manner of the aircraft's main priority. After he felt that he proved his point the craft began to transform and landed right next to the ex gladiator. After the dust from the blaster fire cleared up Optimus' eyes widened in horror when he realized who was standing next to Megatron. The being had the average height of a mech, he was sleek and purple with a single orange optic staring back at the Autobots.

"Remember me?" the mysterious mech asked.

"By the All-spark," Optimus said in shock.

"Optimus who is this guy?" Arcee asked.

Optimus was silent glaring at the unexpected assailant.

"His name is Shockwave an intelligent but cold and ruthless warrior, while being a cunning tactician and one of the first to align himself with the Decepticons," Optimus explained.

"Ahh so you do remember, I'm touched," Shockwave mocked.

Throughout the whole confrontation Megatron carried a bemused expression on his face plate "As fun as this little reunion is I have much more pressing matters to attend to. Decepticons destroy them!"

At the command Breakdown transformed and rammed into his rival, Bulkhead slowed the speeding con with his bare hand and picked him up throwing him into the cliff side.

Seeing this as her cue Arcee transformed as well and headed towards Airachnid, Airachnid prepared a strike with one of her many limbs but missed the quick cycle. Arcee transformed and without a second thought activated her wrist blades, Airachnid attempted to skewer the two-wheeler but Arcee managed to deflect all of the multiple limbs coming at her.

Seeing that the situation has gone from bad to worse Knockout decided to split and transformed entering the mouth of the cave. Bumblebee instantly made chase, none of this went unnoticed by Megatron.

Megatron activated his comm "Rear guards, Knockout and the Autobot scout is headed for your position. Be prepared to shoot on sight!"

"Megatron!"

As the con in mention turned around he was greeted with a fist to his jaw, a bit dazed Megatron was still fast enough to activate his blade to block Optimus'. A deadly sword fight ensued between the titans, powerful blow after powerful blow neither one letting up.

Starscream observed his comrades each one in heated combat, it seemed everyone had their own adversary. It almost seemed practiced, like this happened often. Then he realized there was still one who was unattended and that one was staring right back at the seeker.

"It's just you and me Shockwave!" Starscream said getting into a fighting stance.

"Correction, it's just me and me alone!" Shockwave's hand morphed into a gun and he fired upon the seeker.

Remembering his training Starscream nimbly dodged the blaster fire, the whole time he was slowly approaching Shockwave. When he was close enough Starscream slashed at Shockwave's gun hand rendering it useless, transforming it back into his hand Shockwave punched Starscream in the gut. Starscream retaliated and slashed upwards damaging Shockwave slightly, Shockwave began throwing flurries of punches most of them connecting. Starscream almost collapsed shocked at how skilled this particular Decepticon is, as Shockwave got closer Starscream threw an uppercut that unfortunately didn't do as much as he had hoped. As Starscream attempted another swipe Shockwave grabbed his arm and flipped right onto his back, before he knew it Starscream was staring down Shockwave's other arm gun.

"Say your prayers traitor!" that caused a questioning look from the seeker.

Shaking off the surprise Starscream thought quickly for a way out, Starscream did what he did best. He tripped Shockwave, transformed and flew into the caves opening for escape.

Shockwave attempted to pursue but was prevented.

Megatron threw Optimus out of his way and noticed Shockwave was about to enter the cave "Shockwave let him go! Starscream won't make it out alive!"

Optimus got back up and caused a wound across Megatron's Decepticon symbol with his blades, their battle continued.

Arcee and Airachnid's battle was still going, neither one appeared to be tired. Seeing that this was going nowhere Airachnid drilled into the ground to get more of an edge, Arcee as expected followed.

_Meanwhile..._

Starscream flew through the dark caverns not seeing any resistance for his entrance, the farther he went he could distinctly hear the sounds of gunfire. In the distance he could see Bumblebee outnumbered by several Vehicons, from what Starscream could tell Bumblebee managed to take down an impressive amount of cons. Starscream shot two missiles at the cons managing to increase the odds in Bumblebee's favor. Starscream then kept on flying deeper into the cave, he could hear a few beeps of thanks.

The cave began to get smaller and Starscream was forced to venture on in robot mode, the farther he walked he noticed the cave walls began to be replaced with metal. Starscream soon found himself in front of a large door, just when he was about to enter the door slid open without his own accord. Starscream was now face to face with a certain Decepticon medic. Knockout yelped and jumped back.

"Starscream! What are you doing here?" Knockout demanded extremely exasperated.

Starscream noticed Knockout was carrying what looked like a data pad in his hand.

"Whatever you found in there, I want! Now hand it over!" Starscream commanded.

"Sorry Starscream but finders keepers. Besides don't you want your memories back?" Knockout asked very smug.

"What, that was never part of our deal!" Starscream yelled angrily.

"Yes but if I don't get this into Megatron's servos he won't be happy and if he's not happy than I'm not happy. And when I'm not happy I assure you you won't be happy," Knockout smirked.

"Fine, but when this deal is over I won't be responsible for what will happen to you!" Starscream to add emphasis caused sparks by sliding his fingers across each other.

"I wouldn't want it any other way," Knockout stated.

Knockout walked towards the seeker and took out his energon prod.

"What are you-"

Knockout jammed the prod into Starscream's neck sending volts of electricity through his body, Starscream collapsed unconscious.

"Sorry Scream but it would look too suspicious if you got out of here unscathed, we wouldn't want that now would we?" Knockout chuckled exiting the cave.

_Later..._

Megatron managed to distance himself from Optimus, both were pretty wounded. Breakdown and Bulkhead the whole time they were trying to prove that they are stronger than the other, dents covered their whole bodies. Knockout drove through the cave entrance getting the remaining mechs attention.

"Lord Megatron I got what we came for!" Knockout informed.

"Soundwave activate the ground bridge!" a portal appeared behind Megatron and Knockout greeted his leader by giving him the data pad. "Knockout activate the charges!" Megatron ordered.

"But my lord Airachnid and the Vehicons are still inside!" Knockout said hoping for his leader to reconsider.

"Are you questioning my authority," Megatron said menacingly.

"Of course not."

"Then do as I command!" Megatron said before entering the portal.

Breakdown took leave and entered the portal as well.

"See you later Autobots," Knockout said activated a switch he took out of his subspace then exiting the scene.

Optimus could feel the ground shaking as the muffled sound of an explosion was heard, the entrance to the cave was closed by massive falling rock.

"NOOOOOOOOO!" Optimus yelled in anguish.


	11. Chapter 10

**I do not own Transformers Prime but this story is all mine!**

**Chapter 10**

Starscream arose groggily, he clutched his head because he was the recipient of splitting processor ache. Shaking off the pain from his cranium Starsream took in his surroundings seeing that he was in the exact same place before Knockout shocked him. He looked away from the dark cavern and saw the opening hatch to the buried vessel that he went through so much trouble locating. Before moving an inch to exit the caves he began to here a faint beeping, he looked around and found a strange object attached to the roof of the cave. He looked around and found several more devices of the same origin attached to the walls and they were all flashing red. Starscream's eyes widened in horror at what this meant, he ran into the empty vessel while the beeping quickened in pace. He got to the doors controls and began overriding it so it would close, he accomplished the task and the doors began to slowly close. When it was halfway closed the excessive beeping ceased and the caves were filled with a blazing inferno. Some of the flames escaped through the crack of the sliding door but before the fire could do any damage the doors closed shielding the seeker from the scorching rays.

Releasing a shaky sigh Starscream began to survey his surroundings, shards of glass and scrap metal cluttered the floor. Various terminals with broken screens barely hung on the walls, wiring jutting out from the walls still sparked with energy. The ship controls in the command station were in okay condition considering the rest of the ship. Moving away from the controls to inspect the rest of the ship, Starscream yelped and fell to the ground out of shock. Sitting in the captains chair was a limp yet menacing figure, Starscream stood to inspect the body. The figure's lifeless optics stared at the ceiling mouth hung open, the figure had a hole in it's chest with dried energon staining it's armor right below it's Decepticon symbol. The figure had a large cranium, a cape covered in cuts and holes, and facial features that appeared to be a pencil thin mustache and goatee. Starscream examined the figure some more before noticing that it had something clutched in its limp hand. Fighting with the surprisingly strong grip Starscream managed to trelease the item, he found it to be an old holocron.

Starscream fiddled with it having trouble turning it on but he managed, when it activated he was greeted with a hologram of the fallen figure in front of him. The figure stared at Starscream with blood red slits for eyes and clutching a wound on his chest, this was obviously recorded before he died.

"**If anyvone is vatching zhis zhen zhat means I am dead," **the being began to cough violently. **"To whoever finds zhis recording I have vone request, make sure no vone ever finds my blueprints and reconstructs my invention. I used to be a vell renowned scientist of zhe psyche, I can admit zhat I made some bad decisions in my time. You vould zhink zhat as a Decepticon, moral standards isn't vone of my priorities and yes I have done many shameful zhings. But after I made _zhat, _it vas zhe last straw. Not vonce after making my invention did I ever consider le repercussions. Tainting zhe mind sounded fun at first but after avhile not even I could have such blatant disregard for life. But my partner did, if it vasn't for his greed my conscience vould have been cleaned. Zhe best I could do vhas separate my plans from each ozher, I vant to make zhings right but my time is up. Please, whoever finds zhis, redeem me." **the strangely accented mech became silent and the hologram flickered before shutting off.

_Meanwhile..._

Arcee jumped out of the whole Airachnid dug and found herself in a large cavern, but there was no Airachnid. She walked slowly and steadily, blaster raised, looking for her enemy. Airachnid in her spider mode was crawling on the ceiling aiming her palm blasters, a piece of rock fell from the ceiling and landed on the ground. Arcee turned around at the sound and began dodging blaster fire and shot her own resistance at Airachnid. Blasted each other and dodged the fire, this process kept on going with neither one able to do much more. They simultaneously stopped and began listening to a faint noise, Airachnid looked around and found a small device making a faint beeping sound.

"Those fools!" Airachnid jumped down from the ceiling, midway she transformed into her drill mode and made her escape.

Arcee realized what those beeping meant and followed Airachnid into the hole focusing more on staying alive than pursuing her nemesis. An explosion erupted from above, fallen rocks wedged together closing the entrance to the hole leaving Arcee one way out. Arcee landed with a thud, she surveyed her surroundings but found herself trapped with no way out. A path Airachnid most likely took was covered in rubble giving Arcee no way of escape, without skipping a beat Arcee began trying to remove the rocks.

_Meanwhile..._

Starscream put away the holocron for safe keeping, he looked at the fallen figure with a sad gaze before departing to inspect the rest of the ship. Starscream entered what looked like the cargo hold, empty canisters lined the walls. Nothing really interested Starscream, he was about to leave but something caught his optic. Starscream walked past the canisters and found a lone chest that would have been hard to find if you weren't looking for it specifically. As Starscream got closer to the chest he accidentally stepped on something, lifting his foot he found a strange looking crab bot wearing what appeared to be glasses. Starscream picked it up the lifeless crab like creature but through it away after losing interest with it. Starscream's focus was back on the chest, he opened it but to his disappointment found it was empty. Two spots that looked like they could fit a small datapad was all Starscream could find, then his eyes widened when he recalled what Knockout was holding.

"Starscream to Optimus do you read me?" Starscream was met with nothing but static. "Scrap!"

Starscream ran back to the master control room forming a plan on how to get out of the mess he was in. Starscream typed away at the navigation controls but to his horror the engines were offline and there was no chance of fixing them without the proper tools. Starscream next attempted to activate the ships distress beacon hoping someone would retrieve the signal and attempt a rescue. Unfortunately that was offline as well, almost everything useful on this ship was either damaged beyond repair or missing. Starscream collapsed into the pilot's chair and stared at the fallen scientist in the captain's chair, knowing full well that that would soon be him.

_Meanwhile..._

Arcee was barely able to make a dent into the wall of rock, her hope of escaping the undergrounds was almost fully depleted. Out of frustration Arcee stomped the ground.

_**Clang!**_

Arcee stared at the ground, the sound from her stomp sounded more like metal on metal instead of metal on rock. Arcee crouched down and began wiping away the dirt and rubble, she was greeted with rusted metal. Realizing what this could mean for her she activated her blasters and began firing at the metal ground.

_Meanwhile..._

Starscream still sat in the pilot's chair, his head resting on his hand. He flicked grime that accumulated on the terminal, a bored expression was evident on his face.

_**Clang!**_

Starscream rose his optics and stared at the ceiling, when nothing happened he began flicking more grime out of boredom. He heard what sounded like blaster fire, his attention was now fully on the ceiling. Starscream arose from his seat, it wasn't hard for him to realize that someone was trying to get in. But it depended on whether it was help or whether it was the enemy. It didn't matter to him, if it were the Decepticons they would either break in and kill him or they would move on leaving Starscream to die. Starscream pointed his missiles at the ceiling and fired.

Something fell from the newly formed hole in the ceiling and landed with a thud, Starscream could barely make out the figure in the cloud of smoke. Starscream soon found himself staring down the barrel of a familiar blaster, when the smoke cleared he could finally make out the bot.

"Arcee?" said fem in question noticed just who she was about to scrap.

"Starscream? What are you doing here?" Arcee asked deactivating her blasters.

"I was going to ask you the exact same thing," Starscream said in rebuttal.

"I was chasing after Airachnid and several fuses went off in our position, I was trapped above before getting here," Arcee explained.

"I would've gotten out of here if it wasn't for Knockout but I guess you should thank him cause the last thing you're going to remember before dying is my handsome face." Starscream said smugly.

"Even in a dire situation like this you are still an arrogant jerk," Arcee said in disgust.

Starscream's only reply was a dry chuckle.

"Wait a minute. Are you trying to say you don't know a way out of this mess?" Arcee demanded.

"Don't you think I've tried?" Starscream snapped sounding like his old self. "I've tried every possible option for getting out of here. We're trapped so we better make the best of it."

"How?" Arcee asked incredulously.

"Look at the bright side," Starscream said.

"What bright side?" Arcee asked.

"At least now you won't die alone," Starscream said grimmly.

_Meanwhile..._

Optimus and Bulkhead were frantically hauling rocks from the cave entrance in hope to rescue their comrades. After a while of digging a yellow camaro burst through the rubble and transformed sending flurries of incomprehensible beeps.

"Bumblebee calm down, what happened to Arcee and Starscream," Bulkhead said trying to calm his friend.

"_Starscream went deeper into the cavern he could be anywhere in there, wait what happened to Arcee?"_ Bumblebee beeped slower.

"We lost contact after she pursued Airachnid," Optimus informed.

"_We have to keep digging, they could still be online!"_ Bumblebee beeped with Bulkhead in quick agreement.

"We do not know how far these caverns stretch and knowing Airachnid's tunneling prowess, Arcee and Starscream could be miles below our position," Optimus sad sadly. "We will have to consider the worst."

_Meanwhile..._

Starscream and Arcee sat across from each other, they just stared at each other trying to decipher the others thoughts. Seconds passed by and that was all that they did.

_'It's now or never.'_

"Arcee?" Starscream finally said.

"Yes?" Arcee asked looking like she got of a trance.

"There has been something I've been meaning to tell you for a very long time," Starscream said getting nervous again.

Arcee began to lean in attempting to anticipate what he was going to say next.

"I just wanted to say that I'm-" Starscream's optics widened. "-I am such an idiot!"

"What?" Arcee said sounding a little disappointed.

Arcee watched Starscream reach the terminals and began typing like a mad man.

"What are you doing?" Arcee asked looking past his shoulder out of curiosity.

"Checking to see if the weapon systems are online," Starscream answered as the terminal came online. "Yes!"

Starscream began drawing energy from the ships power core and using it to fuel it's built in ion cannon, hoping that it would be enough to break through to the surface. Arcee examined Starscream's work understanding most of what Starscream was planning, and admiring his genius slightly.

"Done! This may be risky but it just might work," Starscream said while activating the cannon.

A huge explosion was heard and the two bots poked their heads out of the hole in the ceiling, they saw a decent sized hole reaching a bright light that was obviously the surface. The cavern though began to shake violently, Starscream climbed out of the hole and transformed. Arcee almost thought he was going to leave without her.

"Hop on!" Starscream yelled.

"What!" Arcee asked/yelled, heating up at the thought.

"Hurry, this cave will collapse in any minute!" Starscream yelled.

Shutting out her pride Arcee climbed onto Starscream's jet mode gripping his wing struts. Starscream activated his thrusters and headed up the tunnel. Arcee was forced to hug Starscream's cone seeing that she didn't have enough room in this tunnel, she looked back and saw the tunnel collapsing. Starscream emerged from the hole in the ground, the Autobots who were previously staring into the hole were now gawking at the seeker. Starscream practically stopped midair and Arcee accidentally let go, Starscream transformed with his arms raised and caught Arcee. Her arms wrapped around his neck out of reflex, he hovered midair a little while basking in the sun before slowly landing on the ground.

"Was that really necessary?" Arcee asked brow raised.

Starscream's smirk grew wider.

_Later..._

Megatron stood on the main deck of the _Nemesis,_ he ordered Soundwave and Knockout to finish the last touches of his prize hours ago.

"My lord, how may I be of service?" Shockwave asked.

"How far are you into completing the encryptions of Starscream's memory hard drive?" Megatron asked.

"I am most of the way there, a couple more solar cycles and the deed will be complete," Shockwave stated.

"See to it that that gets done," Meagtron commanded.

Shockwave bowed and exited the chamber for his work station.

Megatron stared at the planet below silently before receiving a comm.

"What is it?" Megatron commanded.

"Sir this is Airachnid, after managing to escape that previous escapade I was able to dig up a few dozen Vehicon soldiers that escaped the blast." Airachnid stated.

"Very impressive, see to it when you return that you get a well deserved rest," Megatron said.

"T-thank you my lord," Airachnid said surprised at Megatron's generous mood.

When the comm ended Megatron began to call someone else.

"Knockout prepare the med-bay-"

"SON OF A-" the comm was disconnected.


	12. Chapter 11

**God this took forever! Sorry for the slow update, had a crap ton of studying to do but school is now out for me so hopefully quicker updates.**

**I do not own Transformers Prime and all that jazz!**

**Chapter 11**

Shockwave stood at his terminal typing away at the keyboard. He was looking through several files of decrypted data he just recently obtained.

"Okay let's see what we have here. I hate Megatron, I hate Megatron, I hate Megatron s_igh... _I fraggen hate Megatron. Well at least Starscream had his priorities straight," Shockwave said amused.

Shockwave's computer screen changed to the sinister grin of his supreme leader.

"Shockwave! How is your progress on the encoded files?" Megatron demanded.

"I am finished my lord, but I'm afraid there wasn't much to be found in these last files," Shockwave replied.

"That does not matter. Bring me the hard drive and we will begin the next faze of my plan," Megatron said.

"And what would this plan be exactly?" Shockwave questioned.

"All in good time," Megatron said before hanging up.

Megatron ended the transmission and began to bring up a new one. Eventually Knockout appeared on the screen but he didn't seem to notice his master's malicious face appear on his screen.

Knockout was examining a strange green glowing device that looked like the cross between a scalpel and a ray gun.

"I risked my paint for this! It looks like a piece of scrap!" Knockout said in bewilderment and frustration. "It probably doesn't even work! There goes another one of Megatron's schemes biting the dust, if I had it my way-"

"I'm sorry what was that Knockout? I couldn't here what you said, can you speak up?" Megatron said unamused with Knockout's banter.

"Lord Megatron! H-how long were you listening?" Knockout said cowering under his leader's gaze.

"Long enough. Now tell me Knockout, remind me of your current usefulness before I come down there and blast you to smithereens," Megatron said in a calm way that made Knockout even more nervous.

"W-well as you can see construction of the device you requested is complete and it is fully operational," Knockout stated.

"Perfect, everything is going according to plan. Keep up the good work, doctor," Megatron said before hanging up.

Knockout sat down and leaned back in his chair examining the device in his hands, he soon grew a smirk and chuckled.

"All according to plan."

_Later..._

Starscream stood at the main terminal stuck on monitor duty as everyone, including Ratchet, was on patrol. Starscream hated monitor duty, he feared one day he would just offline from boredom. The kids were currently playing the racing game that they usually play. Unlike Bumblebee Starscream doesn't find much entertainment in it, now if it was a piloting game.

To ease the boredom Starscream decided to look through the files on the terminal to see if he could find anything to spark his interest. He found various logs of the Autobots time here on Earth, Starscream realized aside from a very generic explanation he never really did get a clear explanation of what they exactly did on this planet. As he read through the star dates he noticed something odd, all the entries looked like they had something missing. Names, dates, locations were missing and sometimes he found entries that were empty. It was as if someone went in and deleted everything except for the file itself. Starscream's suspicions only grew as he tried to examine the bios of the Autobot crew, but he was denied access.

"What are you all hiding from me?" Starscream growled in frustration.

Starscream's anger began to rise. From the beginning he could tell no one completely trusted him but after all they've been through they still don't trust him. Starscream attempted to calm himself down knowing full well that everyone has their secrets.

"Hey Starscream, are you alright?" Jack asked concern obvious on his face.

"I'm fine, no need to concern yourself," Starscream said straightening his back, pride in check.

"Are you sure? Why don't you take a load off and play with us?" Miko said holding up the controller.

"No thanks, I'm okay really," Starscream stated facing the computer terminal typing away in frustration again.

"Come on Starscream, hey why don't you help me with my notes?" Raf asked enthusiastically.

"I said NO! Quit pestering me! Can't you see I'm busy?" Starscream yelled slamming his hands on the keyboard.

"Geez what crawled up his tailpipe?" Miko remarked.

Starscream stood hunched over the terminal trying to compose himself. He closed his eyes and regulated his intakes, he was soon able to drown out all the noise around him. He was, for once, in true serenity.

"Prime!"

Starscream let out a scream worthy of his namesake and collapsed to the floor, Fowler stared incredulously brow raised.

Starscream quickly stood up brushing himself off and cleared his throat.

"So special agent Fowler is it? I do believe we haven't been properly introduced. My name is-"

"Yeah yeah I know who you are, is Optimus around?" Fowler asked.

"Uhm no, he is out on patrol. Whatever you wish to inform him you can always tell me," Starscream said.

"Right, is there any _Autobots_ I can talk to?" Fowler said trying to look past the seeker.

"I'm a member of the Autobot crew and you can talk to me!" Starscream said getting agitated.

"You? An Autobot? I don't think so," Fowler laughed.

"What's that supposed to mean?" Starscream demanded.

"It means that you're not an Autobot and you will never be an Autobot!" Fowler yelled back.

Starscream and Fowler began to glare at each other, neither one saying anything. Starscream's attention then focused on beeping that emanated from his monitor.

"I have another call," Starscream said menacingly.

"I'll call back later, hopefully when Optimus or another _Autobot _returns," Fowler said narrowing his eyes, Starscream mirroring.

After Fowler hung up Starscream checked to see if any of the crew was checking in for a ground bridge, who it was came to him as a shock.

"Hey Screamer, how's it hangen?"

"Knockout? How did you get this frequency!" Starscream demanded.

"What, no hello? I'm truly hurt and here I am trying to say hello to a friend," Knockout said feigning hurt.

"We are not friends! Now, how did you get this frequency!" Starscream repeated.

"Don't get your wing struts in a bind, I just borrowed it from your unconscious... self. Besides, being the generous mech that I am after this short call I'll delete it from the memory drives." Knockout informed.

"What's stopping you from informing your boss?" Starscream crossed his arms and narrowed his eyes.

"Oh please, they don't pay me enough to remember a simple code," Knockout said flamboyantly.

"Okay, saying that I actually believe you. Why are you calling me?" Starscream asked.

"Well I was thinking that you have been such a good sport lately that you deserve a reward."

"Oh yeah? What kind of reward?"

"The kind that helps you remember better."

"I'm listening."

"Meet me at these coordinates, come alone," Knockout said sending Starscream their meeting arrangements.

"Will do," Starscream said signing off.

Starscream placed the coordinates in the ground bridge and activated it, he stopped midway after something donned on him. Starscream turned around and caught the kids gaze.

"What?" Starscream asked.

"Where are you going?" Raf asked.

"Out. It won't take long, until I return Jack you're in-charge," Starscream waved off.

"Me?" Jack asked.

"Yes you! I need you guys to man the ground bridge. Don't wait up for me," Starscream said entering the portal.

The kids all exchanged a worried glance.

_Later..._

Starscream stood in a large clearing alone, he glanced around finding an odd familiarity in his surroundings. He was beginning to get a little worried thinking of the possibility that Knockout lied to him. Starscream soon grew a smile knowing that if this all plays out his questions would finally be answered and maybe he would get more respect from his team.

_Meanwhile..._

"**Starscream activate the ground bridge," **Optimus' booming voice came over the terminal.

All five Autobots stood in an open range waiting for the familiar green portal to appear. As it did the team entered but instead of meeting the seeker on the other end they met their human charge manning the ground bridge.

"Jack, where is Starscream?" Optimus asked.

"Uhh..."

_Meanwhile..._

"What took you so long?" Starscream demanded.

"I had to tie up loose ends," Knockout replied.

"So how are we going to do this?"

"Yeah about that, I'm afraid you're not going to like this next part."

"What are you talking about?"

"I couldn't get your missing drive-"

"What! Then why am I here?" Starscream yelled flailing his arms in anger.

"Cool your jets. I couldn't get you the drive so I got you the next best thing."

"And what would that be?"

Starscream heard loud thuds coming his way, out from the trees a large hulking figure walked toward the two mechs.

"The one who snagged the drive in the first place."

_Meanwhile..._

"Knockout? Knockout! That vain Decepticon got a hold of _this _frequency?" Ratchet yelled angrily.

"Yeah, him and Starscream were talking about a deal," Jack tried to explain to the best of his abilities.

"I knew it! They were in league with each other the whole time! It was just a plan to get on our good side then stab us in the back!" Bulkhead said.

"Starscream wouldn't have been willing to receive so much _actual _damage to his processor and frame to pull off such a job as this," Ratchet informed.

"Starscream may have become too desperate in his quest to regain his memories and has asked help from the enemy," Optimus wisely stated. "Do any of you know where Starscream was headed?"

"Knockout gave him special coordinates and Starscream exited using the ground bridge," Raf said.

"Ratchet do you think you could look through the ground bridge's logging to see where Starscream was headed?" Optimus asked.

"If Starscream didn't try to cover his tracks then yes," Ratchet answered.

Arcee was silent throughout the whole conversation silently hoping that Starsceam was okay and that the fateful confrontation they would most likely have wouldn't happen now. A feeling of dread came over her knowing that if Starscream truly got his memory back whatever they had would be gone.

_Meanwhile..._

"Knockout what is this! We had a deal! Come alone!" Starscream yelled.

"Ahh but that's the thing I never agreed to that, you did," Knockout said smugly.

"You did a good job Knockout, my plan is going way ahead of schedule. Maybe you are useful for something after all," Megatron said.

"Thank you my lord, I aim to please," Knockout said bowing to his master.

"I won't give you the pleasure! I'll end both of you here and now if I have to! Just give me my memories and we can all go home," Starscream threatened.

"Oh you mean this?" Megatron said holding a very small rectangular object. "It's quite amazing how something so small could carry millions of stellar cycles of knowledge."

Starscream gasped and readied his missiles.

"Hand it over!"

"Don't worry Starscream, it is in my best intentions to return this to you," Megatron mused.

"Yeah right, you'll probably blast me to pieces once my back is turned," Starscream said.

"Oh no that's your job," Megatron chuckled.

"What are you talking about?" Starscream demanded.

"You'll find out soon enough," Megatron said tossing the drive towards the seeker.

After Starscream caught it Megatron threw another object. Starscream observed it and it looked like a glowing green grappling gun.

"What is this?" Starscream asked.

"The exact same device I used to swipe your memories."

"But I never fought you before."

"The Autobots never told you? I guess they're not as trustworthy as you once thought?" Megatron said mockingly.

"What, the Decepticons are better?"

"You got your memories back didn't you?"

"Megatron!"

The mechs in the field turned to see a speeding truck and other smaller vehicles approaching, all five members of the Autobots transformed and got into battle position.

"Your just in time Optimus. Just in time for the end."


	13. Chapter 12

**I do not own Transformers Prime but this story is all mine!**

**Chapter 12**

"H-how did you track my location?" Starscream asked bewildered.

"You never deleted the ground bridge's history," Ratchet informed.

"Scrap!" Starscream said aside.

"We've come here to stop you. Starscream you are making a horrible mistake trusting the Decepticons," Optimus said.

"A mistake? This may be my only chance at getting my memories back and don't you dare use the word 'trust' with me! I _trusted _all of you but from the very beginning you all have been keeping secrets. There was only so much waiting I could muster before I would start demanding some answers. This was all inevitable." Starscream said with fury.

"How do I work this thing!" Starscream said now facing Megatron.

"All you have to do is insert the hard drive into the back of the device and point it to the side of your head," Megatron said smiling maliciously.

"Starscream please don't do this!" Arcee begged.

"Why! I thought you all wanted to help me! What are you hiding from me!" Starscream demanded.

Arcee had a regretful expression then looked away in shame.

"You know, I thought you cared Arcee. But I guess not." Starscream said disappointed.

Starscream did as Megatron instructed and pulled the trigger. Starscream felt the device opening various panels in his head then inserting what he believed to be his memories. The panels all closed and Starscream stood there waiting for something to happen, anything to let him know it worked. His eyes widened as he dropped the device onto the ground, he stared at his hands as they began to shake uncontrollably.

"Gaaah!" Starscream let out a high pitched scream while grasping and clawing at his head in pain.

"What's happening?" Arcee yelled in horror.

"What? This? He's just going through the side effects of using the 'Processor Destabilizer'," Megatron said nonchalantly.

"No! It can't be!" Optimus said in horror.

"Yes! The very device that was created by the most sinister yet intelligent graduate of the prestigious academies of Iacon: Mindwipe! The same device that was said to be destroyed but was really 'moved' by said scientist and his assistant Scalpel. And the very device that will be the downfall of the Autobots!" Megatron said in glee.

"Autobots retrieve Starscream and the Destabilizer!" Optimus commanded.

"Breakdown now!" Megatron yelled.

Breakdown and an army of Vehicons came rushing through the forest and transformed, Breakdown picked up the seeker who was writhing on the ground in pain and the Destabilizer. But before he could make his escape he was tackled by his arch rival and the device went flying. Breakdown panicked but calmed down when he saw Knockout caught it, Breakdown threw the seeker at a random Vehicon then focused his single optic on Bulkhead.

Knockout transformed and tried to make a run for it but was quickly rammed by a familiar ambulance. Knockout quickly transformed and did a clumsy landing.

"Well well well, we meet again doctor," Knockout smirked.

"Hopefully for the last _doctor_," Ratchet said throwing a fierce punch to Knockout's jaw.

Arcee watched the Destabilizer flying through the air after Ratchet decked Knockout.

"I got it!" Arcee said.

She sprinted towards it and jumped to make a grab for it, her fingertips were mere inches away. The device was caught by webbing and was pulled out of Arcee's grasp.

"No I got it," Airachnid said smugly.

Arcee quickly composed herself and adjusted her midair velocity, a well aimed kick came into contact with Airachnid's face causing her to loose the device. Bumblebee watched it fly through the air as he sped towards it in vehicle mode. Just as he was closing in a purple Cybertronian jet appeared and snatched it. Shockwave transformed and landed in front of Megatron, knelt, and held up the device to his leader.

"My lord I have retrieved the Destabilizer," Shockwave said.

Before Shockwave could hand it to his leader it was blasted out of his hands and laid on the ground a broken heap. Shockwave stood and brought his cold gaze to the smoking barrel of Optimus Prime's blaster.

"My lord I have failed you. Let me redeem myself by bringing you the head of the Prime," Shockwave said attempting what looked like a glare at the leader of the Autobots.

"No need, it was only the prototype. I still have the finished version and if everything goes according to plan I won't even have to use it. Besides the real prize is in our grasp." Megatron reassured. "Everyone enough of your petty squabble, head to the rendezvous!" Megatron commanded.

The Decepticons who were previously brawling complied and transformed heading deep into the woods. There previous opponents transformed as well and began pursuit.

"We must hurry or Starscream will be forever lost!" Optimus said leading the rest of the Autobots.

_Meanwhile..._

A lone Vehicon was running through the forest heading towards the rendezvous point at a slow pace due to being forced to carry Starscream. Starscream long ago stopped screaming in pain and was only muttering about things that the Vehicon didn't care to know.

"Great, I'm a walking target carrying this traitorous scum. Stupid Breakdown," the Vehicon grumbled.

"Skyfire!" Starscream muttered beginning to shake.

"What is he going on about know!" the Vehicon said annoyed.

Starscream stood in a... well he didn't really know where he was, it was dark and he couldn't see anything. The whole time he was running around trying to escape this dark prison while being pelted by many voices that were incomprehensible for they were all talking at once. Starscream eventually collapsed from exhaustion and attempted to compose himself, the voices began to quiet down and they sounded more clear.

A blinding light appeared and as his optics adjusted he found himself in the last place he ever expected to be. Large metallic skyscrapers surrounded the landscape, Starscream found himself in the bustling city of Iacon.

_'But this is impossible, Optimus said Cybertron is uninhabitable,' _Starscream thought is confusion.

"I can't believe those walking rust buckets denied my request!" Starscream's eyes widened after hearing that familiar voice.

Across the street a figure, that looked strangely like him, was walking with a his arms crossed and had a scowl on his face. Two seekers were following him attempting to calm there friend.

"Come on Starscream we'll figure something out," the dark gray seeker with blue highlights said trying to comfort his friend.

"Yeah Screamer don't get all down in the dumps. Hey I got an idea! Why don't we _borrow _a ship and travel to that planet and look for Skyfire ourselves?" a black seeker with purple highlights asked in excitement.

"It's too late, Skyfire is forever lost. The best we can do now is to avenge him," the past version of Starscream said grimly.

"What do you mean?" Starscream recognized the one speaking to be Thundercracker.

"I mean that we will teach those old fools in the counsel a lesson. We are joining the revolution!"

Thundercracker and the one Starscream was sure to be Skywarp looked at each other in worry.

The vision ended and was replaced by a new one.

"AtteeennnnTION!" a loud gruff voice burst through Starscream's audio receptors.

A hulking black figure with a cobra styled head stood in front of a row of mechs and fems, including himself and his trine.

"I am General Straxus and for some reason Lord Megatron saw it fit for me to teach a bunch of weak defective engine blocks like you!" Straxus yelled.

"Check out Mr. Sunshine here," Skywarp said to no one in particular.

"Do you have something to say soldier?" Straxus asked catching Skywarp off guard.

"H-how did you?" Straxus glared down at the stuttering seeker. Skywarp began a sloppy salute, "Sir no sir!"

"I think you need to learn some respect, fly-boy!" Straxus roared taking out a weapon that looked like a pickaxe raising it, ready to strike.

"Pick on someone your own size!" vision Starscream yelled.

"Aww looks like we got ourselves a courageous hero," Straxus said in amusement.

Straxus swatted vision Starscream, knocking him to the floor.

"I eat heroism for breakfast!" Straxus yelled picking up Starscream by the throat. "I think a few mega-cycles in the pit of shame will do you some good." Straxus smirked. "Oh, and welcome to the Decepticons Ha Ha Ha HA HA HA!"

Vision blurred and began to morph into the next. As it was changing Starscream was filled with denial in the realization that he was a member of the enemy the whole time.

The scene changed into something he hoped he would never of had to see, a complete war zone on his home planet. He watched sides blast at each other attempting to slaughter one another.

"Ha ha ha ha HA perish Autobots!" vision Starscream cackled blowing up crowds of Autobots with his missiles.

"**Sta...eam whe... you...we... help!" **Thundercracker's garbled voice came over the intercom

"Thundercracker? What's going on?" Starscream asked.

"**Starscream! Skywarp and I need assistance! The Autobots there-" **the signal was disconnected.

"Thundercracker! Skywarp! What is your position?" Starscream yelled over explosions.

Starscream watched himself in anguish as he pleaded into the comm. Unbeknownst to either seekers an object fell from the sky and landed in the horizon. A huge explosion erupted sweeping Autobot and Decepticon alike, vision Starscream laid on the ground unconscious but otherwise still online.

The vision began changing yet again.

"You imbecile!" Straxus appeared yelling at vision Starscream who had an emotionless expression on his face. "You got your whole battalion killed! What do you have to say for yourself?"

"It was for the good of the Decepticons, sir." Starscream said emotionless.

Straxus out of rage prepared to strike.

"Wait!"

Straxus halted and started to tell off who dared to stop him. He gasped when he saw the large mech that surpassed even Straxus' height.

"Lord Megatron!" Straxus said kneeling. "Kneel before thy master!" Straxus said forcing Starscream to his knees.

"Rise," Megatron commanded.

"My lord what brings you here?" Straxus asked grovelling.

"I'm here to speak to the one who lost his team on the last siege," Megatron said.

"Yes here is the scoundrel who botched the mission" Straxus said shoving Starscream in front of the ex-gladiator.

"Your designation soldier." Megatron commanded.

"Starscream, lord Megatron," Starscream said nervously.

"Thanks to you we lost over one hundred mechs out there but-" Starscream looked up expectant, "but thanks to your efforts Kaon is finally under Decepticon control."

Starscream and Straxus' optics widened, "Whuh?"

"You showed initiative and drive, but best of all you know how to keep yourself alive. We need more soldiers who are good at 'self preservation' such as yourself. I believe it is high time for a promotion. How does 'Air Commander Starscream' sound?" Megatron said with a genuine smile.

"Thank you my lord," Starscream said with excitement.

"My lord you can't be serious! Promoting him to Air Commander also means that he is-"

"Second in-command? Yes general, do you have a problem?" Megatron inquired.

"...No my lord."

The vision dissipated.

"Please enough of these visions! I've had enough!" Starscream screamed clutching his head.

"Scream, 's been awhile," Starscream heard someone cough.

As Starscream turned around he found himself in what looked like a ships main deck. A mortally wounded mech was on his knees restrained by two Vehicons.

"So where's your master?" the mech asked.

Starscream optics widened when he realized who this was, the missing horn was all it took.

"Never mind him, I am my own master," vision Starscream reeled back claws extended.

"NOOOOO!" Starscream jumped in front of the mech at a failed attempt to right a wrong.

Starscream's past self fazed right through him striking a whole through the red mech's chest plate earning a grunt of pain.

"Anymore questions?"

Starscream watched in horror as he watched himself tear out his servo, energon leaking from the wound. The mech collapsed onto the floor, lifeless.

"Clean that up!" vision Starscream ordered one of the Vehicons.

The vision faded out.

"W-what have I done?" Starscream collapsed in a heap of anguish. "Pleas stop this."

"You were the one, you extinguished Cliffjumper!" Starscream's optics widened in horror.

"No please, anything but that! Primus save me!"

The Vehicon was still walking through the forest carrying the unconscious muttering seeker.

"Oh shut up you heavy piece of slag! Primus I'm above all this manual labor," the Vehicon grumbled.

**Clang!**

The Vehicon collapsed on to the ground in pain, he laid on his back and stared up at his attacker.

"I'm sorry, why don't I help you with that dead weight," Starscream said raising his servo in to the air and letting it fall.

_Later..._

Megatron transformed and landed in a barren dessert right below the Nemesis waiting for the rest of his troops to arrive. As the rest of his team came on the scene, when everyone was present and accounted for he began curiously inspecting his crew.

"Where is Starscream?" Megatron asked twitching an optic.

His main team and the rest of the Vehicons were are looking around avoiding their leaders gaze.

"You idiots!" Megatron roared in frustration.

"Megatron!"

"Oh great." Megatron face palmed.

"Unhand Starscream!" Optimus transformed along with his team aiming their blasters at their foes.

"I'm afraid you're a little late," Megatron said glaring at his own team.

Before Optimus could question Megatron's meaning a missile landed in between the two opposing leaders knocking them for a daze. As the dust cleared a slim figure stood in the middle of the two teams.

"Starscream you're okay!" Arcee said in joy.

As she came closer to the seeker to her surprise he raised his arm and aimed a missile at her.

"Stay back," Starscream said low and threateningly.

"Starscream? What are you-" Arcee began stepping closer.

"I said stay _back_," Starscream said menacingly. "I knew you were keeping something from me, but this? You were all pretending!"

"Starscream you don't understand." Arcee begged.

"No I understand, I understand completely. The only reason you kept me around was to get info out of me, once I would outlive my usefulness you would finish me!" Starscream yelled ignoring Arcee's pleas.

"I'm so glad that you finally see what these Autobots have been doing to you, it pained me to see you being used like this but we can finally put all this behind us," Megatron said walking up to the seeker.

Starscream lifted his other arm aiming a missile at the Decepticon lord.

"I don't trust _you _either. I don't trust any of you!" Starscream yelled.

"Come now Starscream, I'm all you got. Why don't we all forgive and forget, come back and your second in-command status will be returned to you," Megatron smirked.

"Why should I?" Starscream inquired.

"Because you have nowhere else to go. You can only live off the energon mines you've failed to previously inform me for so long, judging by the fact that I have their locations now means that won't be long. This is a limited time offer, side with us or with them." Starscream turned around and looked at the Autobots, they all had an expectant look wondering what his decision would be. "At least with us you know what to expect."

Starscream turned around and knelt in front of Megatron.

"I live to serve you, _lord _Megatron," Starscream said.

_'Excellent'_

"Soundwave bridge us in!"

The green portal appeared and all the Decepticons headed in leaving only Starscream standing in front of the vortex. He stared at each of the Autobots' expressions. Optimus and Ratchet both had a look of disappointment, Bulkhead and Bumblebee had a look of anger, but Arcee's made Starscream's spark ache the most. She had so much sorrow and regret twisting her beautiful face, she was really spark broken. They didn't bother to stop him as Starscream entered the portal leaving them with a dead silence.

Arcee finally couldn't take it anymore and collapsed onto her hands and knees, a strange liquid falling from her optics.


	14. Chapter 13

**Okay first off I have absolutely no reason as to why this took so freaken long. I had no writers block, this chapter and the next one has been sitting in my mind for a while now. I could say I was busy working on a Transformers/My Little Pony crossover (If you wanna check it out go to my profile page) but that only took me a day to complete. Okay I admit it! I was lazy, Summer makes me lazy! Sue me!**

**I do not own Transformers Prime but this story is all mine!**

**Chapter 13**

Arcee awoke with a groan, she had a terribly restless sleep last night. The poor recharge gave her a splitting processor ache, she just knew it was going to be another one of _those _mornings. As much as she didn't want to, Arcee managed to will herself out of her berth. As she got up she walked over to a large mirror in her room, she looked at her reflection to try and look presentable. Why? She didn't know. A few days after Starscream became a resident of the Autobot base she found herself self-conscious about her appearance. This was obviously new for her, she never cared about how she looked even in front of Cliffjumper and Tailgate. It's not like it mattered, most Cybertronians looked the same throughout their entire lives, it's not like she's human. But now that Starscream was gone she truly had no reason for this.

Arcee had a look of dread evident in her eyes, if she could she would be crying. It has been only a day since Starscream rejoined the Decepticons but she feels like it was just happening. The image of anguish and aggression was branded in her processor, she just couldn't get him out of her head. Shaking off the painful memories Arcee exited her quarters and headed towards the main control room.

Ratchet was in the control room examining the Synthetic Energon, thanks to Starscream's impute Ratchet managed to get a few steps closer to the Synth-En's completion. Ratchet was sure that the side effects were less severe now but there was no way he would do something as reckless as testing it on himself again. Ratchet shuddered remembering what happened last time he did something that foolish. He acted like an immature youngling, something he would never let happen again. Sure at one point in his youth he may of acted like that, but he would never admit it out loud.

Ratchet heard foot steps from down the hall coming closer, he turned around and was greeted by Arcee who had a blank expression on her face. Ratchet was extremely worried for the two-wheeler, she was devastated after watching Starscream's departure back to the Decepticons. When they returned to base it only got worse seeing the expectant looks they got from the kids, Arcee just stormed off to her room ignoring the world around her. No matter what they did she would not come out of her room she wouldn't even talk to them, it was deathly silent in her room that night. Optimus finally ordered everyone to give her some space, he also ordered Ratchet to drive Jack home much to his chagrin.

"Morning Ratchet," Arcee said stifling a yawn.

"Afternoon," Ratchet said back.

"Where is every-? Wait did you say _afternoon_?" Arcee asked not sure if she heard him correctly.

"Well to answer your first question Optimus and the others went out on morning patrol already. And yes, you managed to sleep through the entire morning," Ratchet answered.

"Scrap! I can't believe I slept in. Optimus is gonna kill me!" Arcee said in panic.

"Arcee calm down. Who do you think let you sleep in in the first place?" Ratchet inquired. "After what happened yesterday Optimus believed you needed a break, after how long you slept it seemed like he was right."

Arcee began to sulk at the mention of of last night, Ratchet knew full well of the cause of her sudden drop in mood. He laid a comforting servo on her shoulder attempting reassurance.

"I know how you feel Arcee, this has been strenuous on all of us. Everything will work out in the end, I have faith in Starscream. You should too."

That managed to make Arcee feel a little better but she still had a nagging feeling in the back of her head, things were only going to get worse.

"Thanks Ratchet," Arcee managed a smile.

"I know what will make you feel better. Jack will be let out of school soon, sometime together will do you some good," Ratchet said.

"Yeah you're right. Thanks again Ratchet," Arcee said heading towards the exit of the base.

"You're welcome."

Ratchet turned back to his work with a frown, he was getting too old for this. Why everyone came to him for help and advice nowadays was beyond him.

_'If you only knew how your decision has affected her.'_

_Later..._

Arcee was parked in front of Jack's school in vehicle mode waiting for her partner to exit from school, she observed as Bumblebee and Bulkhead finally arrived. Both were holding back the temptation to ask if she was alright, she understood why they were so concerned but she just didn't want to deal with it right now. Arcee was getting sick of waiting for so long, she was used to being forced to stay put for long periods of time waiting for Jack but she wasn't in the mood.

She was relieved to hear the school bell ring signaling that classes were done for the day, Arcee watched as various humans exited the building ready to go home. She saw Raf and Miko already heading to their respected charge ready to head back to base, but where was Jack? She watched Jack exit the school building talking to a familiar red headed girl, Arcee could faintly hear her asking for yet another ride.

_'Figures,' _Arcee grumbled to herself.

Arcee anticipated that seeing Jack and Sierra talking to each other, Vince wouldn't be far behind. Ding ding we have a winner! The school bully quickly arrived pointing an accusing finger at Jack saying something along the lines of, 'What do you think you're doing with _my_ girl Darby?' or something like that. Jack, as foreseen, began to deny any and all of Vince's accusations coming up with very poorly thought out explanations. Jack was no coward but he hated these confrontations the most and just wanted a quick way out of it.

Arcee grew more irritated as seconds turned into minutes of arguing that even Sierra gave up on trying to stop. Arcee couldn't take it anymore, she activated the alarms and cranked it to the loudest setting forcing everyone nearby to cover their ears.

"Darby control your bike!" Vince yelled over the loud blaring alarm.

Jack ran over to Arcee and the moment he sat down the alarm turned off and he was immediately heading to the Autobot base at top speed.

"Was that really necessary?" Jack questioned.

Jack wasn't given an answer, the only reason he believed Arcee even heard him was that she began to slow down a bit minding the speed limit.

"Arcee, are you alright?" Jack asked concerned.

"Yeah why wouldn't I be?" Arcee lied.

"Well for starters what happened back there! And you know, what happened last night," Jack flinched fearing the worst.

Arcee sighed expecting something like this to happen, "I'm fine Jack, I'm already over what happened last night."

"What? How can you be over it?" Jack asked shocked.

"Jack it was inevitable. You know what Starscream was like before, it was bound to happen eventually," Arcee said surprising Jack even further.

"How can you be so calm? He was a teammate, a friend, you can't just ignore your feelings for him!" Jack yelled then widened his eyes.

"What are you insinuating?" Arcee demanded catching Jack's accidental slip up.

Jack sighed, "Look Arcee, I see how you two looked at each other. You looked so happy, I barely ever see you laugh and Starscream made it look easy getting you to open up like that. You can't deny that you two had a connection."

"_Jack_," Arcee growled not liking where this was going at all.

"You have to hear this! You have to do something to get him back or you'll become as distant as you were after Cliffjumper's death-"

"Don't you dare bring him into this! You know what he did to hi-"

"You know it's true!" Jack practically screamed silencing Arcee. "You forgave him a long time ago, do you know how I can tell?"

"Jack please..." Arcee whimpered.

"Because you love him. I can tell it in your eyes, they were full of color and life whenever Starscream was around. But now they're as dull as they were when I first met you." Jack finished.

"You can't avoid the unavoidable," Arcee choked.

"I know."

_Later..._

After their argument the rest of the ride back to base was filled with silence, Arcee was mulling over what Jack said in her head over and over. When they entered the base as Jack got off, Arcee transformed and began walking down the halls of the base in a random direction. Jack watched her go not even trying to stop her, he knew full well that she needed some time alone. As Arcee was walking she contemplated what Jack said in her head but mainly one sentence.

_'Because you love him.'_

The thought was absurd, Arcee the tough as nails Autobot scout falling in love with the back stabbing, cowardly, second in-command of the Decepticons Starscream. The thought was almost sickening, falling for the same mech that killed her last partner and friend. He probably wronged more people aside from her, but why can't she find a reason to hate him. A few weeks ago if someone asked her what her opinion was about the seeker they would have had to clean her mouth out with soap for all the obscene things she would've said. But now, now that she actually had a chance to get to now him she couldn't find herself to hate him.

As Arcee walked her thoughts began to switch over to an incident that occurred just a day after they discovered Starscream.

_Arcee, Bumblebee, Bulkhead, and Optimus exited the ground bridge as close as they could get to Starscream's last known location. They could hear explosions and blaster fire, they made pursuit towards the area where they heard all the noise. As they ran the sound of the battle silenced, as they exited the forest they found themselves over looking a cliff. Right below them in a cavern was the remains of mining drills and a small number of Vehicons huddled over something beating it mercilessly. Familiar screams of agony came from inside the Vehicon pile._

"_Starscream!"_

_Something in Arcee snapped that day, with an angry war cry she charged at the cons wrist blades extended. She jumped in the middle of the huddle crouching protectively over Starscream's unconscious beaten frame. The Vehicons looked at each other confused but thought nothing of it, one Vehicon tried grabbing the Autobot but quickly found his arm cut clean off. Arcee found that foolish Vehicon who approached her all the reason to tare away at the rest of the cons._

_After dispatching the rest of the cons she examined Starscream's wounds, he was covered in dents from the beatings and scorch marks. But what was worse was that his wound from Megatron's fusion cannon reopened. Arcee quickly demanded for a ground bridge as the rest of her team arrived on the scene._

_Ratchet worked on stabilizing Starscream all night, Arcee was there watching hoping that Starscream would pull through. Ratchet demanded her presence to be scarce saying that she would be a distraction, she grudgingly complied. When Ratchet managed to stabilize him and completed repairs Arcee was quickly on the scene. Ratchet allowed her to stay not being able to say no to her when she was so determined. For the next couple of hours she sat next to Starscream's unconscious form carefully caressing his hand, hoping that he would just wake up. She ended up falling asleep there holding his hand all night. The next morning when Ratchet found her like that he demanded her to take a break and reassured her that he would watch over him._

Arcee was brought out of her flashback at the sound of the base's alarms blaring and flashing emergency red. Arcee ran to the control room where everyone else was already at, they huddled around Ratchet who was typing away at the monitor.

"What's the problem?" Arcee asked.

"We have Decepticon activity in the northern sector," Ratchet said already activating the ground bridge.

"Autobots, roll out!" Optimus commanded.

The Autobots, excluding Ratchet, entered the ground bridge and exited the other side finding themselves in another cavern as usual. They could hear the familiar sounds of drilling in the distance, they ran out into the open, guns ready, not even caring about subtlety. They faced various Vehicons manning drills excavating for energon, nothing surprising there. But what was surprising was who was leading excavation. The sleek gray mech with wings protruding from his back turned around his eyes wide at seeing the unwanted company.

"Starscream?"


	15. Chapter 14

**Woot! Done! This is the longest chapter yet! I know what you're thinking, an update only two days after the last one? Is the world gonna end? I felt bad making you guys wait so long that I decided to stop being lazy just this once to give you another chapter. But I was still a little lazy since this was suppose to be done yesterday. Whatever.**

**I do not own Transformers Prime but this story is all mine!**

**Chapter 14**

Starscream awoke with a gasp, his blasters ready he aimed it around his room checking if the coast was clear. When he began to regain his senses he clutched his helm feeling the first sign of a processor ache arriving very soon. He checked his internal clock and to his surprise he slept well into the afternoon, he then realized that that was perfectly understandable. Last night he was plagued with visions of the last time he saw the Autobots, the last time he saw _her_. The horrible look of betrayal on her face when he made that final decision to rejoin the Decepticons. He tried getting rid of these foreign thoughts but they wouldn't let up.

_'The past is past, you can't dwell on it. The only thing you can do is look towards the future.'_ Starscream thought.

Usually that was all it took for Starscream to get over whatever heinous deed or whoever he betrayed this week, but this time it was different. Starscream remembered perfectly that he admitted having feelings for a certain two-wheeler but he hoped in time she would just be another person that's in his way, like all the others. But it didn't work out that way, she's still in his head. Sure it's only been a day but Starscream's been able to get over most betrayals in less than that.

Starscream stared at his quarters, he had a simple berth in the middle of the room and a large mirror hung on a wall. His eyes wandered to a large work table full of test tubes, old notes, and formulas that have been gathering dust. He remembered requesting his own work space and supplies when he became a member of the crew on board the Nemesis, but he found his attempts at science becoming less and less. His eyes then came to the back, shelves full of awards and metals to commemorate his accomplishments in the scientific field. Before the memory incident they were simply there to help stroke his ego but now they're just representations of his failures rather than accomplishments.

Starscream locked eyes with his reflection, it became a regular thing when he woke up to find himself in the Autobot base. He always checked to make sure he had no scratches or scuffs, he made sure he was presentable and that nothing was out of place. He was confused then as he was confused now for the reason behind this, he never cared about interacting with the opposite gender before. He was always too busy with his career to worry about fems. Starscream unconsciously lifted his hand and began caressing the scar on his cheek, knowing full well where he got it.

Starscream exited his chambers and walked through the hollowed halls of the Nemesis, his destination being the cockpit. His gaze began to linger on the halls itself rather than where he was going, the halls were still dark and made sure all hope was sapped away. Vehicons made sure to solute or to get out of Starscream's way, yep nothing changed. Inspecting the unchanged interior of the Nemesis Starscream was not paying attention to where he was going, he accidentally crashed into someone.

"Hey, watch where you're going you-!"

Starscream watched his own eyes widened as he stared into the blank visor of Megatron's top intelligence officer, Soundwave. Starscream's eyes began to narrow, he let out a small growl at Soundwave's unresponsive form. A silent staring contest soon ensued, Starscream glaring holes into Soundwave's blank screen. A minute passed as neither one took their piercing gaze away from the other, the surrounding Vehicons becoming nervous wondering how this will play out. The seconds passed like hours, Starscream sneered and walked up to Soundwave until they were shoulder apart both facing away from the other.

"You know Soundwave, there is something I've always wanted to tell you," Starscream smiled at first then his mood suddenly dropped. "For someone who doesn't talk, you have a _really_ big mouth!"

Starscream let that linger before returning to his walk down the halls, his footsteps echoing in the distance. Soundwave watched Starscream disappear in the distance before heading to his own destination, the Vehicons trying to look busy to avoid eye contact.

_Meanwhile..._

"Shockwave! Status report," Megatron bellowed.

"Everything on board seems to be in order but thanks to preparation for the Destabilizer and Starscream's various incursions we have received a severe drop in resources." Shockwave informed.

"What about the energon mines that you uncovered?" Megatron asked.

"It seems that Starscream already looted them first. We were only able to uncover a small amount," Shockwave said gazing at his report.

"Well I suppose we're just going to have to find more!" Megatron growled.

"... as you command my liege," Shockwave bowed before making his way to the exit.

The doors slid open revealing Starscream with a smug look on his face when he noticed Shockwave. As they walked past each other Starscream's eyes connected with Shockwave's eye for a split second before going back to their own business.

"Ahh Starscream, I trust you had a pleasant recharge?" Megatron asked politely, too politely.

Starscream unfaltering began a bow, "That you are right my lord, what do you command?"

"Rise Starscream, I do not require any assistance. There is a reason I let you sleep in, you deserve a much needed break," Megatron said.

Starscream stared at his master questioningly, "Are you sure there isn't anyway I could be of service?"

"Of course not! You just enjoy yourself, you've earned it," Megatron said with a smile which was honestly starting to creep Starscream out.

Still staring questioningly Starscream managed a slow nod of his, Starscream slowly exiting the control room wondering what just happened. He discreetly looked back to see Megatron with that creepy smile on his face, he really needed to get out of there!

As the doors slid closed Starscream found himself in sanctuary now that he was away from another one of Megatron's 'episodes'. He looked around to find himself in the empty halls yet again, but something was different this time. It was too quiet, there wasn't a single sound to be heard, it was ominous. Usually you could hear the sounds of Vehicons hard at work, but they were gone. Almost as if they were avoiding this area in particular. Then he heard it.

Starscream just barely dodged a swift sharp appendage which imbedded itself into the wall, as Starscream regained his footing he managed to dodge several more after his head. He heard a chuckle as the familiar eight-legged atrocity lowered herself from the ceiling.

"My I'm impressed Starscream, no one aside from Arcee could ever here me right before I strike," Airachnid said.

Starscream pretended to brush off dust from his shoulder and said, "Yes well, when being forced to live under the same roof as a psychotic organic freak such as yourself one makes sure to take extra precautions."

Airachnid snarled and lunged at Starscream who had an amused look on his face, no matter how hard Airachnid tried he kept dodging and reflected her strikes with his claws.

"You know _pan_tI was just going to kill you quickly for taking my position under Megatron, _grunt _but after that 'freak' comment I'll make you suffer first!" Airachnid yelled still unable to hit Starscream.

"Yes I'm sure you will," Starscream said sarcasm evident.

Airachnid thrust with all her might but to her surprise instead of blocking or dodging it he grabbed it mid air, Starscream kept a strong grip not letting go. Airachnid was shocked to realize that she couldn't get out of his death grip, Starscream was actually overpowering her! With a quick flick of his wrist he snapped he appendage clean off earning a loud scream from Airachnid. Airachnid now furious didn't relent on her strikes but this time Starscream began meeting each of her blows with her own severed limb. Starscream gained a fencing posture and deflected all her blows and even dealt his own damage to her. Airachnid didn't know whether he was mocking her or just showing off, either way she was pissed. Getting bored Starscream deflected another swift strike and rammed his claws into her lower abdomen creating a sizable hole. Airachnid collapsed clutching her wound, Starscream turned around and began walking in whatever direction he pleased.

Airachnid began shaking with rage as she watched the seeker just walk away, she extended a limb at one last effort and yelled, "No one turns their back on me!"

Starscream quickly turned around and threw Airachnid's severed limb at the upcoming back stab successfully pinning her limb to the wall with her own.

"Ah ah ahhh, that's my line," Starscream smirked.

As Starscream walked away he was unknowingly being watched by a certain ex-gladiator, a sinister smirk adorned his scarred face.

_'Well that was... unexpected.'_

_Meanwhile..._

Farther up north in the state of Nevada a UAV drone was flying through the desert then transformed landing on a cliff side bringing his emotionless gaze over the cavern below. His chest piece morphed into a metallic bird and without being need to be told flew into the cavern, Soundwave took out a small holopad and gazed at a radar that appeared on the screen. He looked at the screen with disinterest until the middle dot became surrounded by various blips, Lazerbeak immediately returned reattaching himself to his master's chest. Soundwave transformed and headed back to base.

_Meanwhile..._

Knockout was lounging around the med bay, his feet was propped up on his work table and he was leaning back in his chair. He let out a sigh of contempt, Knockout finally had break for once and he was taking full advantage of it. All previously damaged troopers have been fully repaired and as far as he knew there wasn't any plans for energon gathering. Yep no medical help will be required today.

The door to the med bay opened shocking Knockout and causing him to fall to the ground, he had an irritated expression and preferred to laying there rather than getting up. When he finally got up worrying about getting his paint dirty, standing in the door way was a severly ticked and battered Airachnid.

"Whoa what happened to you?" Knockout laughed.

"Starscream, that's what!" Airachnid growled.

Knockout raised an eye ridge but then sighed gesturing towards a berth.

_Meanwhile..._

Bored is an understatement for what Starscream was feeling, the fight with Airachnid was the pinnacle of his day so far. Which really was a disappointment, he was expecting more of a challenge. At least back with the Autobots he had something to do whether it was playing with the kids, pulling pranks with Bumblebee, lobbing with Bulkhead, sparring with Arcee, or discussing science with Ratchet. But there was nothing to do, he hated almost everyone on this ship. As he walked the corridor began to shake as something large came his way, a large one-eyed hammer wielding con stood in front of him.

"I've got a bone to pick with you Starscream," Breakdown growled slamming his hammer into his palm for emphasis.

"Oh joy," Starscream face palmed.

"It's not nice to hit a lady!"

"There must be something wrong with your other optic cause that thing is no lady."

"Why you!"

Starscream avoided the thrust of Breakdown's hammer which left a huge dent in the floor, Breakdown swung at Starscream but he ducked under the powerful swing. Breakdown was already getting frustrated unable to hit the nimble seeker. 

"Hold still you little-!" Breakdown kept swinging accidentally hitting Vehicons that were unlucky to be near the skirmish.

"This display is even more pathetic than when that witch tried to extinguish me!" Starscream laughed.

The two cons charged at each other their respected weapons ready to deal some damage, the sound of metal on metal filled the halls then silence. They were back to back, they were frozen in a position with their weapons thrust out. Starscream suddenly stood straight as Breakdown collapsed clutching his side. Starscream calmly walked away listening Breakdown's groans in the distance.

"_Remember, you're small and weak so you will face opponents that are bigger and stronger than you. So you are going to have to use _their _strength to _your _advantage!"_ Bulkhead's voice echoed through his head.

"Thanks for the advice Bulk," Starscream said to himself.

_Later..._

Knockout was busy patching Airachnid up and reattaching her severed limb, when he was done he was prepared to relax back into his chair. Until the doors slid open.

"OH COME ON!" Knockout exploded when seeing Breakdown, his side leaking energon.

"Knockout I-" Breakdown started.

"Don't! Just don't, sit down and we'll begin," Knockout said pointing to another berth.

Breakdown laid down on a berth placed right next to Airachnid.

"Let me guess, Starscream?" Airachnid asked.

"Yeah, I tried teaching him a lesson for hurting you," Breakdown said embarrassed.

"Well at least you tried. Thanks, that's the nicest thing anyone's ever done for me," Airachnid smiled.

Breakdown smiled back.

Knockout gagged.

_Meanwhile..._

Soundwave walked back to the control room ready to report his findings to Megatron, the doors slid open to reveal Megatron speaking to Shockwave. Soundwave could hear them perfectly, he had trouble keeping what little emotion he had left under control for what he heard.

"A new energon source? Where?" Megatron asked.

"In the northern sector my lord," Shockwave answered.

"I commemorate you for your efforts my most loyal soldier," Megatron complimented.

"Lord Megatron you are too kind," Shockwave said gazing over to Soundwave.

Megatron followed his gaze to see Soundwave staring at them blankly, Megatron smiled, "Soundwave you've returned! Do you have anything to report?"

Soundwave continued to stare, Shockwave could easily tell that he was glaring at him from behind that screen. Soundwave suddenly shook his head and left the control room. Megatron had a confused expression on his face, wondering why Soundwave was acting so weird.

As Soundwave exited, he passed a smug looking Starscream leaning against a wall his arms crossed. Soundwave ignored him and kept on walking.

"Looks like someone's getting replaced."

Soundwave stopped in his tracks, in a blink of an eye Soundwave turned his head staring Starscream down. Starscream could tell that he was not happy. He had a look as if saying, "What are you looking at?". Soundwave quickly faced forward and walked away.

"Hmmm, touchy," Starscream said heading for the control room.

As he entered he watched Shockwave groveling at the very ground that Megatron stood on. He watched in disgust wondering if that's really how he acted before his new state of mind.

"If you will allow it, I will gladly lead the excavation," Shockwave said bowing.

"This is far beneath one of my top soldiers. Usually I would give it to someone like Breakdown, Knockout, or Airachnid but strangely enough both Breakdown and Airachnid are under Knockout's medical care." Megatron said knowing full well what happened to them.

"Yes that is very _unfortunate_," Megatron and Shockwave stared at the entrance as if just noticing Starscream enter. "But if I may interject, I will gladly volunteer to watching over the Vehicon's mining operation."

"But Starscream you're suppose to relax today," Megatron said.

"And relax I have. But you know us seekers, we can't stay cooped up all day. I need some fresh air and to stretch my wings, if you will allow it of course," Starscream said.

"Very well, prepare to depart in ten mega-cycles," Megatron said waving away his sub-commander.

"I will not fail you my lord," Starscream bowed before leaving.

Starscream headed for the docking bay to meet the Vehicon miners he would be stationed with, until he was abruptly stopped.

"Starscream there you are! I've been looking everywhere for you _pal_," Knockout said popping out of nowhere.

_'Oh great,' _Starscream sighed. "What do you want Knockout!"

Knockout preceded to lean on Starscream's shoulder despite him being taller and a confident smile on his face, "You remember our deal don't you? I just thought I could inform you on how to pay me back."

Knockout was slammed into a wall, a large dent was left where he crashed into the wall.

"Pay you back? Pay you back! You expect me do that after all you put me through!" Starscream leered Knockout dazed form.

"Yes, it was part of our deal, I helped you get your memories back and now you will help me. You owe me!"

"You made me lie to the Autobots, you electrocuted me and left me for dead. I owe you nothing!" Starscream said grabbing Knockout forcefully making him wince.

"I beg to differ! Thanks to your little escapades as an Autobot the med bay has been filled non stop and I haven't got a break since!" Knockout yelled getting back up.

"Oh boohoo I could come up with a better sob story than that!" Starscream said leaving.

"Wait my request will benefit you too! In fact if you take my offer it will do more for you than for me," Knockout said smirking.

Starscream stopped and stared back at him, "I'm listening."

"I want you to help me overthrow Megatron," Knockout smiled.

Starscream stared eye ridge raised, then preceded to walk away.

"Wha-? Where are you going? Knowing you you would be all up for sticking it to Megatron!" Knockout said exasperated catching up to the seeker.

"It's only been a day since I returned to the Decepticons, I don't think partaking in a ploy to betray Megatron is a very good idea," Starscream said ignoring Knockout's pleas.

"Oh come on! If everything works out you will become leader of the Decepticons just like you always wanted!"

"And what will you get out of this partnership hmm?"

"I will become your humble second in-command of course."

"I've had enough of this Knockout leave me be, I have a job to do," Starscream said leaving Knockout behind.

Knockout grumbled, "At least think it over first!"

_Later..._

Starscream stood in a cavern watching Vehicons drill into the once beautiful landscape for energon, the energon was instantly transported onto the Nemesis. No one was will to have another botched mission for energon retrieval to report to Megatron so instead of mining this place dry then hauling the cargo they transported whatever they could find no matter how small. Starscream was bored out of his wits, he may have fresh air but he needs to feel that air in the sky. He could faintly hear scuffling behind him then he heard loud footsteps and the sound of blasters activating. When he turned around he was greeted by four figures who were just as surprised to see him, especially a particular blue fem.

"Starscream?"


	16. Chapter 15

**Chapter 15**

"Starscream?"

The mech at mention stared at four bots with stunned expressions on there faces, Starscream had a similar surprised look on his face which he immediately hid. Hidden behind a smirk and a false air of confidence he began to approach the shocked Autobots.

"Well if it isn't the Autobots. What do I owe to this pleasant surprise," Starscream's smirk only grew at their silence. "Why so quiet? Capacitor got your tongue?"

"You backstabbing piece of slag!" Bulkhead roared charging at the seeker ignoring Optimus' warnings.

Starscream was met with the lumbering green giant's mace right in his jaw, Starscream crashed into a wall and was berried under rubble. The Vehicons at attention drew their blasters and aimed at the Autobots who mirrored them, Bulkhead growled and prepared for an all out brawl. A cough brought the focus in the cavern to a figure pulling himself out from a pile of rocks. Everyone including the Vehicons were surprised to see Starscream standing brushing rubble off his shoulder as if that hit was nothing.

"A little quick to the trigger ace," Starscream said rubbing his jaw.

Bulkhead ran at the seeker ready to end him permanently, Starscream dodged and grabbed his extended arm pulling him forward off balance. As Bulkhead attempted to regain his footing Starscream slashed at him leaving long deep cut on his back, Bulkhead's strong hide protected him from a more fatal blow.

"The direct approach? You know that won't work against me, after all I did have a great teacher," Starscream mocked. "Alright, if you know what's good for you Prime then you and your troops leave us to our business."

"You know we can't do that Starscream, not as long you and the other Decepticons proceed to partake in your evil plans for this planet," Optimus explained.

"Evil? Is trying to save our home planet evil?" Starscream asked.

"You and I both know that this planet will suffer for Megatron's endeavors. Even if he does succeed Cybertron will bend to his whim and Earth will become a wasteland, just like Cybertron is today!"

"You think I care? I'll be glad to see this planet and it's inhabitants gone. As for Cybertron, I'll be second-in-command to Megatron's new world order!"

"You know that's not true, your time with us proved that right. You care about this planet," Optimus pleaded.

"I'm a Decepticon now, what I care doesn't matter," Starscream said darkly.

Arcee couldn't believe what was happening, barely a day went by since Starscream defected back to the Decepticons and he's already back to his old treacherous backstabbing self. She looked on with disgust seeing a new Decepticon shield adorning his chest.

"How could you?" Arcee shuttered.

"How could I what?" Starscream said full of malice.

"How could you go back to them! After all we've been through," Arcee said still shaking.

"Easy, because I'm a Decepticon. I was always a Decepticon and nothing could change that," Starscream said with no emotion.

"But we-"

"It was inevitable Arcee. You knew it would happen eventually, you _all _knew! Yet you were all so surprised when it did," Starscream said.

"We thought you could change," Arcee said angrily.

"Well I guess you were wrong."

Arcee released an enraged battle cry, she extended her blades and attacked Starscream who blocked the strike with his own claws.

Starscream looked at the dumbfounded Vehicons angrily, "Well don't just stand there, attack!"

The Vehicons shot at the Autobots who quickly returned fire.

Arcee broke away from there little standoff and did a roundhouse kick which was quickly blocked by Starscream. Arcee released a volley of midair kicks most of which were blocked by the seeker, Starscream soon had enough of playing defense. Starscream began throwing punches and swipes of his claws, all were blocked as well.

"Give up now Arcee, I know all your moves! You can't possibly win," Starscream said through swipes.

"Who do you think thought you your moves? I know all of yours as well," Arcee said blocking and dishing out her own punishment.

"That may have been true before but now that I got my memories back I can fight like an Autobot _and _a Decepticon!"

Starscream grabbed onto Arcee, his claws latched onto her shoulder digging into them drawing energon. Starscream kneed her in the gut, Arcee felt the wind being knocked out of her. She clutched her stomach to ease the pain, Starscream backhanded her and she fell to the ground.

"Were known to fight dirty," Starscream raised his hand into the air ready to end Arcee's life. "Goodbye my dear!"

Starscream thrust his hand forward, Arcee brought her arms in front of her to block and closed her eyes out of instinct. Seconds past and nothing happened, Arcee opened an optic to see what was going on. Starscream's claws was mere inches away from her face, Arcee looked up confused. Starscream's optics widened, he was ready to end her life but the moment his hand got too close they suddenly stopped. All it took was a simple thrust of his hand and she would be offline, but he couldn't do it. He couldn't kill her. He retracted his hand and took a step back, he stared at his hand looking like he was trying to will it to obey him. Starscream closed it into a fist and moved his gaze towards Arcee, his red optics met her blue ones. His gazed pierced hers, it was almost as if he was piercing through her very soul. For a second Starscream's optics softened, he had a sad look in eyes.

_'I can't do it.'_

Starscream started to walk away until he was blasted in the chest and knocked back towards the entrance of the cavern. Starscream stood back up clutching his wound and watched as Bumblebee crouched next to Arcee inspecting her wounds.

Starscream got the attention of his troops, "Fallback into the caverns!"

The cons complied and Starscream lead them all into the cavern, when the last one entered he blasted the ceiling with his missiles covering the entire entrance.

Arcee ignored Bumblebee's prodding and stared at the collapsed entrance to the cavern, her thoughts were on a particular seeker. There was a spark of hope, just maybe she could get through to him. She got up shocking Bumblebee, she ran to the rubble and began digging through. Her lead was immediately followed by the rest of the Autobots.

_Meanwhile..._

Starscream and the Vehicons ran down the cavern and met the rest of the miners still hard at work drilling deeper into the ground.

"Pack up anymore energon you've found, were getting out of here!" Starscream commanded.

"I'm afraid we can't do that sir," a Vehicon said.

"You dare defy me? Pray tell as to why we can't retreat?!" Starscream yelled.

"Lord Megatron said we cannot leave until we strip this mine clean and fill our quota," the Vehicon said.

"That fool will get us killed!" Starscream said angrily. He pointed at the Vehicon soldiers who were previously guarding the cavern entrance with him, "Guard the tunnels! We don't want to have any unwelcome guests."

_Meanwhile..._

Ratchet and the kids managed to listen in on what was going on, they were in denial as well to these turn of events. Ratchet hoped Starscream would make the right decision but so far things are looking grim. Jack was thinking of his conversation with Arcee and how she is dealing with all this, he had to do something. But what?

"We have to do something." Jack was interrupted from his thoughts.

"Miko it's too dangerous," Raf said trying to reason with Miko.

"We have to get through Starscream's thick skull," Miko said.

"But what if he doesn't want to talk? He could turn on us and what about the Vehicons?" Raf asked.

"Starscream wouldn't hurt us. Were his friends whether he likes it or not," Miko explained.

"But the the Autobots won't let us get close," Raf interjected.

"Come on Raf, you sound like you don't want to bring him back," Miko accused.

"I do it's just-"

"Alright let's do it." Jack said making up his mind.

"What?" Raf and Miko said.

"Jack are you okay? You're usually the last one to agree with Miko crazy ideas," Raf said.

"Yeah... hey!" Miko pouted.

"Starscream is our friend, we have to help him. Optimus believes that everyone deserves a second chance," Jack said with an air of confidence.

"Did he say anything about a third or fourth chance? What about a one millionth chance?" Miko joked.

Jack ignored her and asked Raf to activate the ground bridge who hesitantly complied, the trio entered the vortex much to Ratchet's chagrin.

"Augh! Optimus is going to kill me!" Ratchet face palmed.

Ratchet was about to activate the comm but hesitated. He looked to be deep in thought, he finally decided against it.

_'Whatever they plan to do better work or they'll never let me hear the end of it.'_

_Meanwhile..._

The kids stood back waiting for their guardians to break through the rubble, they eventually made broke through and the kids waited until the coast was clear. They entered the cavern and ran down a random tunnel, at this point they didn't really have a plan for when they found Starscream. It was simply go in, avoid the cons, find Starscream, and get out simple as that.

"The Autobots have already been seen in the caverns? Search for them in their last known location!" Starscream commanded a few of his troops.

The Vehicons ran down one end of the tunnel leaving Starscream alone with his thoughts, or so he thought.

"Starscream!"

"What now-"

He turned around but found no one there, he moved his head around trying to focus on whoever said his name. They sounded familiar.

"Down here."

Starscream's eyes shifted slowly downwards to see three humans looking up at him happily, their happy expressions began to falter seeing Starscream glare down at them.

"What are you organics doing here?!" Starscream growled.

The three cringed at hearing that, usually Starscream call them by name or if they were together and usually they always are he would say 'hey kids'. But he had so much malice and disdain for seeing them.

"Were here to bring you back," Raf said.

"Bring me back? How many times do I have to say this! I'm a Decepticon again and-" Starscream aimed his missiles at them, "we terminate vermin."

The three gasped and stepped back, Jack narrowed his eyes and stepped forward gaining some courage, "Oh yeah? Then do it."

Miko seeing Jack stepped forward as well, "Yeah! If you're man enough!"

Raf stepped forward as well but had no clever quip.

Starscream growled and grabbed all three of them in one hand squeezing the air out of them.

"Impudent little brats! I could crush all of you in an instant! The Starscream you all knew is gone! I will destroy the Autobots and reign supreme!" Starscream said squeezing harder.

"What about Arcee?" Jack gasped.

Starscream flinched loosening his grip, the kids sucked in air after losing so much from Starscream's grip.

"What about her?" Starscream questioned.

"You would never hurt her! You care about her way too much to do that!" Jack said.

"Hold you tongue boy or I'll-"

"And not just her, you care about all the Autobots and us! Were your friends!"

"Friends? You poor naive boy, your poor notions of friendship means nothing to me." Starscream mocked.

"You know that's not true." Jack said.

_'Great he's starting to sound like Optimus.' _Starscream thought.

"Commander Starscream!"

Starscream jumped, he turned around and kept the struggling kids behind his back. A Vehicon approached frantically with battle wounds.

"Commander we have collected all the energon but the Autobots are preventing us from escaping!" Vehicon said drastically.

"Go on ahead, I'll be there in sec," Starscream answered.

The Vehicon transformed and drove away down the tunnel.

"What are you going to do?" Jack piped up still behind him.

Starscream brought them forward and glared at them, he threw them into the air nonchalantly and transformed letting them fall into the cockpit. He activated his thruster and flew down the tunnel at top speed heading for the sound of a battle. The kids were pretty cramped forced to share one seat and seat belt, if it weren't for the dire situation Miko would be having the time of her life. He entered the scene of the battle, his soldiers were holding their own against the Autobots. A fresh stack of energon cubes piled behind them. Starscream transformed and landed in the middle of the skirmish causing everyone to cease fire.

"Starscream stand back or we will be forced to shoot," Optimus said.

"Oh I wouldn't do that if I were you," Starscream said revealing his cargo.

The Autobots stared in horror in seeing the kids dangling from his hand. Bulkhead was boiling with rage at this point, Bumblebee believed Starscream could redeem himself up until this moment now being forced to be held back by Bulkhead from doing something rash. Optimus was hoping that it wouldn't come to this but his hope for Starscream diminished. Yet Arcee still had hope, the kids looked undamaged. Starscream decision as to what to do with them will decide it all.

"Starscream release them! They have nothing to do with this!" Optimus pleaded.

"Oh I'll release them, all you'll have to do drop your weapons and let us walk away," Starscream smirked.

"Coward," Bulkhead grumbled.

The Autobots looked at each other then their leader for what to do next but eventually complied and deactivated their weapons.

"Good," Starscream sneered, "Activate the ground bridge!"

The green portal immediately appeared and the Vehicons miners and soldiers entered carting in the energon cubes. Eventually the only con left was Starscream with the kids still in hand.

"Release the children Starscream. We held up our end of the bargain now you hold up yours," Optimus demanded.

The Autobots were ready to fight for the kids, fully prepared for the possibility of Starscream not keeping his word. What happened next came as a shock, Starscream knelt down and he let the kids walk out of the palm of his hand back to their friends. Starscream stepped back into the vortex, he and the ground bridge dissappeared. The kids ran to their respected charge, Bulkhead gave Miko a bone crushing hug whereas Bumblebee gave a more gentler one. There was an awkward silence between Jack and Arcee but eventually they hugged as well.

"What were you thinking? You could have been killed!" Arcee demanded.

"We tried to get through to Starscream but it didn't go too well," Jack said crestfallen. "I guess he's too far gone."

Arcee looked at Jack sadly, today was extremely emotionally draining for her.

_'No there's still a chance, I'll make sure of it!'_


	17. Chapter 16

**I do not own Transformers Prime, but this story is all mine!**

**Chapter 16**

Starscream angrily strode through the cargo hold walking past all the Vehicons who made it through that days battle. All the energon cubes were quickly taken to the engine room and the Vehicons who were damaged during battle were forced to the med bay. Starscream made for his quarters but was stopped by one of the Vehicons who was keeping surveillance on the whole operation.

"Commander Starscream where are you going? The med bay is the other direction," the soldier said.

"I do not require medical attention," Starscream said walking away.

"The open charred circuitry on your chest says otherwise," the Vehicon said.

"Are you going against my authority?" Starscream said threateningly.

"No but lord Megatron commanded all wounded to head to the med bay," The con informed.

"Great," Starscream grumbled.

And that's how we find are favorite seeker being poked and prodded roughly by a very smug looking Knockout who despite has to look after a room full of wounded is quite happy with these turn of events. Knockout purposefully made Starscream's experience painful and irritating, the procedure was eventually completed but Starscream was forced to spend the day in the med bay. He spent his day watching Knockout repair the other wounded who surprisingly had less severe wounds then himself, he soon found himself alone with Knockout.

Knockout sat in a chair across from the seeker arms crossed with a smirk, Starscream growled just wanting to rip that smirk right off his smug face.

"So thought about my offer?" Knockout asked.

"No," was Starscream's swift reply.

The fast answer caused Knockout's smirk to falter.

"Not even a little?" Knockout inquired.

Starscream growled and closed his eyes, "Leave me be Knockout."

Knockout got up in frustration, "I'll be going on my break."

Starscream watched as Knockout stormed out grumbling to himself. When the bay doors slid closed Starscream prepared for a long recharge. An hour passed and nothing eventful occurred, Starscream went out a while ago. The doors suddenly slid open.

"_Starscream?"_

Starscream eyes shot open, "What do you want Knock-"

Starscream looked around and found himself to be alone. Starscream found this odd but he soon paid no mind and went back to his recharge.

"_Starscream?"_

Starscream opened his eyes angrily but found he was still alone in the med bay. Starscream narrowed his eyes and laid back closing his eyes once more.

"Starscream!"

Starscream thrust his fist and clocked the unsuspecting Knockout who just recently entered the med bay. The medic clutched his face in pain yelling obscenities.

"Augh what the slag? What was that for!" Knockout yelled in rage.

"You uhh startled me," Starscream answered dumbly.

"I startled you?! Look at what you did to my face! My beautiful face," Knockout looked like he was about to cry seeing the small scratch on his face, which could easily be buffed out. "You can head back to your room now," Knockout said grinding his teeth.

Starscream instantly got up and made for the exit fully aware of Knockout glaring daggers at him, once he was out he sighed and began an even pace back to his room.

The halls were strangely empty which was obviously not a good sign, he kept his guard up as he trekked through the dim corridor. It was way too quiet for Starscream's taste, he preferred peace but this was ominous. Starscream heard what sounded like a pin drop, he turned abruptly but found he was still alone in the halls. He began walking again at a much faster pace, he entered his quarters and quickly locked the door. He slumped to the floor releasing a long sigh.

"Okay calm down Starscream, you're just hearing things. You're tired, yeah that's it and you need a nice recharge," Starscream got up and laid down in his berth.

Seconds past, it was deathly quiet in Starscream's room. A sudden crashing sound awoke the tired seeker yet again, he got up and walked toward his work bench. One of his test tubes laid broken into a million pieces on the floor. Starscream was a little confused but paid no heed blaming it on the wind, the nonexistent wind in his room. He cleaned it and made way for his berth.

"_Starscream."_

That familiar voice came again and startled the seeker, he frantically pointed his missiles around his room.

"Who's there? You _dare _sneak up me? Starscream! Show yourself coward!" Starscream said hysterically.

There was a knock at his door, Starscream opened it to find a Vehicon soldier.

"What!" Starscream yelled with a twitch.

"Uhh I heard yelling. Is everything alright in there?" the con said dumbfounded.

"Yes why wouldn't it be? I'm perfectly fine, I commemorate you for a job well done. Now leave I have some work to do!" Starscream said shutting the door in his face.

Starscream placed his audio receptors to the door.

"First he collapses through the ground bridge missing an arm and now this! I need a vacation," Starscream listened as the Vehicon walked away until he was finally out of range.

Starscream turned around to finally get some sleep. He screamed and fell back, he back away toward the door sputtering incoherent words. A transparent figure stood in front of him, he was mainly white with small red accents. Large wings sprout from his back, the figure easily toward over the seeker.

"_I'm disappointed in you Starscream," _the voice from before said.

"Wait. I know that voice," Starscream said to himself, eyes widening. "Skyfire?"

Starscream hastily stood up, pointing an accusing finger at the mech that stood in front of him.

"This can't be! You offlined stellar cycles ago!"

"_Not everything is as it seems," _was Skyfire's only reply.

"But why now? Why do you choose to revel yourself to me now?" Starscream asked.

Skyfire sighed, _"I'm here to set you straight."_

"What?"

"_You've driven yourself down the wrong path and I'm trying to set you towards the right one. You've lost sight of who you are."_ Skyfire stated with little emotion.

"What?! I tried so hard to save you and this is what you have to say to me after stellar cycles of grief! I haven't lost sight of who I am!" Starscream said angrily.

"_I know and I thank you old friend but you need to move on."_

"Move on! The blasted council forced me to leave you for dead and you want me to move on!"

"_Starscream I was too far gone and you know it."_

"But it was my fault." Starscream looking down in anguish. "If I wasn't so arrogant you'd still be here."

"_Starscream I've forgiven you a long time ago. Now you need to forgive yourself."_

"But I-"

"_I watched you grow from the kind adventurous mech that was like a brother to me to the greedy treacherous scum that everyone takes you for. My disappearance and the defiance of the council brought you on this path of self destruction, the death of your brothers only made it worse. I almost lost hope, you were all but gone. Until there was a sliver of hope, you finally quit the Decepticons and aimed for the side of good. But sadly that was short lived. After your battle with Megatron I too believed that this was the end, until a new sliver of hope came." _Skyfire let out small smile, the first since his appearance. _"You finally got a second chance, to start fresh with a clean slate. You gained peace of mind, you gained friends, you even gained a potential spark-mate."_

Starscream could feel his cheek plates begin to heat up, he mentally kicked himself for being so weak.

"_But it was too good to last, in the end you made the wrong decision. I've watched the world turn against you, now I'm intervening." _Skyfire finished.

"Well I guess you came all this way for nothing," Starscream said crossing his arms. "I'm a Decepticon, always have been always will."

"_Are you trying to convince me or yourself?" _Skyfire questioned.

"I've had enough of this! You are merely an illusion. A figment of my imagination!" Starscream accused.

"_That may be true but that doesn't make this or your situation any less real," _Skyfire reasoned.

"I've had enough of these tricks. Begone Skyfire," Starscream said turning his back to Skyfire.

"_Please make the right decision."_

Starscream didn't respond, he waited a few seconds before turning seeing that he was alone in his room as if nothing happened. Starscream sighed and went back to his berth.

"Starscream!"

Starscream yelped and found himself collapsed on the floor yet again.

"Yes lord Megatron?" Starscream said grasping his comm still on the floor.

"I wish to speak with you," Megatron said.

"Yes my lord," Starscream said getting up.

Starscream severed the link and exited his quarters not even getting a wink of recharge.

_Meanwhile..._

Megatron ended the link with Starscream, he stood proudly in the main control room with both his intelligence officers standing right behind him. Megatron grew a malicious grin, he began to chuckle which became insane laughter. He raised his clenched fists into the air in hysteria laughing like a maniac. Shockwave stared in confusion whereas Soundwave just stared.

"What is so humorous my lord?" Shockwave asked.

"Why Starscream of course!" Megatron through fits of laughter.

"Normally I wouldn't object at laughing at Starscream but I fail to see what's so funny," Shockwave said.

Megatron's laughter began to die down until it was back to a chuckle, "You just have to see it in my perspective."

"Explain."

"Million's of stellar cycles of having him as my first lieutenant and he not once tried to hide the fact that he craved my position as leader. All this time of dealing with that backstabbing traitor and I never dealt with him until that moment after his defect. Yet now he's back on our side. He's strong, less of a coward and best of all loyal. He faced off against the Autobots who were recently his _friends_," Megatron said with a mocking tone on 'friends', " and brought in a frigate of energon."

Megatron began to laugh again but his crew were still confused as to what was funny.

"Thanks to the Autobots I've gained a second-in-command that I always deserved!" Megatron laughed. "With the use of the Destabalizer just think of the possibilities, the Autobots will be easily manipulated! My army will gain even more powerful soldiers just like Starscream! Once the war and Cybertron will be won over I'll finally finish the Autobots!" soon all his soldiers erupted in laughter joining their leader.

With a simple hand gesture everyone in the room soon silenced their laughter, Starscream stood in the doorway confused.

"Am I interrupting?" Starscream asked.

"Not at all," Megatron said flashing that creepy smile. "Come tell me how the mission went."

Starscream nervously walked over, Megatron wrapped a single arm around Starscream's shoulder in a friendly manner which only caused Starscream to become more nervous.

"So how'd it go?"

"Well I'm sure you've already been informed. We gathered the required energon, we got into some 'resistance' but it was resolved," Starscream said.

"Yes the Autobots," Megatron growled, " well since they've been brought up let's discuss why I brought you here."

Starscream was becoming nervous again, "Yes?"

"You've been their captive then ally for a while so you must of learned their base's location, so I ask you if you are able to divulge it's location."

Starscream's eyes widened, he suspected that this would happen sooner or later. But now that it's actually happening he has no idea what to do. He thought he could easily betray them and give up their location, their base would be destroyed along with them and this blasted war would be finally over. But now that the opportunity has shone itself, Starscream can't do it.

_'Why is this happening now! All I'll have to do is tell him and all this will be behind me! I'm a Decepticon, it's my very nature!' _Starscream berated himself.

"_Are you trying to convince me or yourself?" _Skyfire's voice filled Starscream's mind.

_'Silence! This doesn't concern you!' _Starscream thought having a mental battle.

Flashes and images of the Autobots filled his head. Playing with the kids, pulling pranks with Bumblebee, lobbing with Bulkhead, talking with Optimus, working with Ratchet, sparring with Arcee. Talking with Arcee, laughing with Arcee, smiling with Arcee, looking at the stars with-

_'What am I thinking!' _Starscream mentally slapped himself.

"Well?" Megatron said getting impatient.

"_Please make the right decision," _came Skyfire's voice once again.

Starscream didn't know what to do, what to say, until: "I'm... sorry to tell you lord Megatron but the Autobots you see were uhh not very trusting you see and they uhm never revealed to me the bases location. They only allowed me to come to and from the base via ground bridge."

Megatron scowled, "Hmmm I see," Starscream was scared that Megatron saw through his rouse.

"Oh well, doesn't change a thing. Victory will still be ours soon enough," Megatron smiled strangely reasonable. "Alright that is all."

Starscream bowed and left thanking Primus above that that was over.

When Starscream left Megatron frowned glaring at the door.

"Looks like old habits die hard," Megatron hissed.

"What would you like me to do my lord," Shockwave stepped forward.

"I want you and Soundwave to keep surveillance on him, figure out what he's planning!" Megatron said.

"It looks like were going to have to go straight to part 2 of my plan, such a pity, I was planning to use it on Optimus and the rest of his merry band of mechs and fem. But Starscream has to learn his place, if I cant have the second-in-command I want then I'll have to make him myself!" Megatron took out the Destabalizer grinning maliciously.

Shockwave and Soundwave both exited ready to spy on the suspicious seeker, leaving their leader to his vicious pondering. Soundwave headed towards his quarters to plan out this mission of espionage.

"Soundwave, I wish to speak with you," Soundwave turned to see Shockwave walk up to him. "You know why I wish to talk."

Soundwave didn't respond.

"I believe you should just leave this to me if you know what's good for you," Shockwave said.

Again no response.

"You managed to stay as Megatron's top intelligence officer mainly because my services were required elsewhere, but now that I'm back you can step aside," Shockwave said.

Soundwave showed no evidence that he complied.

"You are obsolete! Your assistance is not required!" Shockwave became angry at Soundwave's unresponsiveness. "I think a change is in order. You managed to keep yourself on Megatron's pedestal this long but it ends here. I warned you back on Iacon and I'm warning you again."

Soundwave began to walk away.

"You know I'm better, and Megatron knows it too. Why else would he send for me to do something you couldn't do yourself."

Soundwave stopped in his tracks, if Shockwave could he would be smirking right now. Soundwave stood there silently before resuming his walk back to his quarters. Shockwave, still doing his version of a smirk, went do his own business.

_Meanwhile..._

Knockout was still in the med bay, he spent all day buffing out the scratch on his face. He buffed it out a while ago but he spent his time in front of a mirror double checking and triple checking.

"Everything seems to be in order. I'm as handsome as ever," Knockout said ogling himself.

The doors suddenly slid open.

Knockout growled, " What now! Can't you see I'm bus-"

"I'll take your offer."

Knockout looked stunned, his surprised visage began to change. He soon grew a devilish smile.


	18. Chapter 17

**Okay this time actually did have writer block _cough _and I was on vaca _cough_. I got Fall of Cybertron on Tuesday and I already beat it yesterday, so you bet your ass I'm gonna incorporate it into this fic. So there will be spoilers.**

**Chapter 17**

The Autobots and their human partners ventured through the ground bridge, the mission ended in complete failure but at least they have their health. Everyone was silent mulling over what occurred that day. They knew they would have to face Starscream eventually but seeing him readjust to his previous evil ways was disheartening, if it was so easy for him revert back to his old ways then did he even care? Everyone had a special bond with Starscream whether they want to admit it or not and seeing the seeker act as if their friendship meant nothing to him proved that assumption.

Bulkhead's temper hit breaking point, "Slag!"

Bulkhead looked around angrily for something to smash and saw an arbitrary tool laying in Ratchet's station. Bulkhead ran for it but before he could crush it Ratchet skidded in front of him arms forward trying to stop the behemoth.

"Bulkhead you are not breaking another one of my tools! I need that you know!" Ratchet scolded.

"Well I need to vent!" Bulkhead yelled.

"Then can you do it without destroying my things?" Ratchet asked.

Bulkhead roared and punched a large dent in the wall.

"Bulkhead that's not any better," Ratchet said in exasperation.

"Well I'm sorry but in case you haven't noticed we just got our afts kicked by someone we actually once called friend," Bulkhead yelled. "To think I knew this would happen and I still didn't see it coming, stupid!"

"Bulkhead that is enough, Starscream's betrayal has effected all of us in different ways but we must move on. We're still at war," Optimus said grimly.

"Yeah well I can't just ignore the fact that barely five kliks ago he just used the kids as a bargaining chip. What were you guys doing out there?" Bulkhead demanded.

"We were trying to get Starscream back, make him see the light." Miko answered.

"'See the light'? Yeah that'll be the day, he could have killed you!" Bulkhead yelled.

"But he didn't," Raf said as if just realizing it.

"The children risked their lives for a friend and maybe their efforts weren't all in vain," Optimus said.

"Whatever," Bulkhead stormed out heading for his quarters.

"_Optimus, Starscream knows our base's location, what if he tells Megatron?" _Bumblebee asked.

"Something tells me that if that is his intention then he would of told Megatron already," Optimus said.

Arcee was silent throughout the argument, she noticed that ever since Starscream defected she's been very quiet and she knows Jack notices too. Everyone may be losing hope but she still believes and she doesn't know why. A month ago she wouldn't be caught dead interacting with the seeker, she would gladly kick him to the curb. Even end him and wouldn't think twice. She would be glad to never see that mocking smirk and hear that maniacal laugh, but now. Maybe there is some truth to what Jack said, could Arcee really be falling for the same mech who ended the life of a close friend and probably countless more? Up until now she has been denying it completely but now she's not sure.

What she is sure of is that there was something off with how Starscream was acting, he has been known to be a good speaker. His silver tongue has gotten him out of many jams, he only uses it to save his own skid plate. He was guarded by a false bravado, everyone else may have been fooled but she wasn't. Starscream was going through the same pain as herself and her team, whether he was aware of this himself. The whole time Starscream was 'toying' with us was merely an act, more for proving to himself that he is Decepticon then to the Autobots. What Bulkhead said was true, Starscream could've killed the kids. But he didn't.

"Arcee may I speak with you?" Optimus asked dispelling Arcee from her thoughts.

"Uhm sure," Arcee said.

"Alone," Optimus said gesturing down the hall.

"Okay," Arcee started walking, Optimus a few steps behind.

"So what do you want to talk about?" Arcee asked still facing forward.

"It's about you and Starscream."

Arcee gulped, "What about him?" she asked nervously.

"I just wanted to know how you've been taking his departure, you've been very quiet lately," Optimus said concerned.

_'Scrap he sees it too,' _Arcee thought.

"I'm fine sir, why do you ask?" Arcee said.

"Well you and Starscream seem to have gotten very close over the coarse of his stay, the day he left you seemed to have taken it pretty hard," Optimus noted.

"Optimus really I'm fine, you don't have to worry," Arcee said.

"But I think I do, I've observed how you two interacted with each other. Arcee, if there is anything you wish to tell me remember I'm always here for you," Optimus said.

Arcee realized it would be best to let it out, "I just don't know Optimus, I feel like I should hate him for all that he did but I don't. Am I insulting Cliffjumper's memory?"

"Forgiveness is always the hardest thing to do, in the end you become better from it. As for Cliffjumper I'm positive that that he would be happy as long as you're happy," Optimus said.

"Thanks Optimus but I'm still not sure what to do, what if Starscream doesn't come around?" Arcee asked.

"This is quite the predicament, the trust between us and Starscream has been severely strained but I'm sure he will make the right decision in the end. And that's all that matters," Optimus answered.

"Thanks Optimus, I really needed that," Arcee smiled.

"Anytime, if you ever need to get something off your chest you know where to find me," Optimus said heading for his own quarters.

Arcee watched the Prime leave and headed for the exit of the base, she had some business to take care of.

_Later..._

Arcee stood at a cliff side staring up at the night, looking at all the stars. A rock structure with a horn sitting at the top was right behind her.

"Hey Cliff, sorry we haven't spoken in a while. I've been going through quite a lot lately," Arcee spoke.

Arcee stood there patiently hoping for a reply but not expecting one. She sighed and sat down, "You remember that whole escapade with Starscream, well you probably guessed it. He's back to his old ways. But I can't help but feel sad that he's gone. Please forgive me Cliff, I feel like I'm betraying your trust by becoming friends with him. You must think I'm foolish."

Arcee shuddered, "I haven't felt this weak and helpless since the day you left us. Please Cliff if you can hear me give me a sign that you forgive me!"

Arcee stared up at the night sky and watched a shooting star streak across the sky. Arcee looked on wide eyed, she smiled and silently kept looking up at the sky.

"**Arcee are you busy?" **Jack commed in.

"No, why?" Arcee asked.

"**Well I'm going to miss my curfew and you know how mom can get," **Jack said.

"Okay I'll be right down," Arcee said.

Jack said bye and ended the comm, Arcee stood up to go.

"Thanks Cliff, talk to you soon," Arcee said thankful for the new peace of mind.

_Later..._

Arcee drove Jack home in silence, but unlike the previous incidences it was much more calm than awkward. When they made it home they were met with a very irate June Darby.

"Jackson Darby you're late again, you know how much I worry when you're out this late!" June said furiously.

"I know mom but the Decepticons were causing a lot of trouble today," Jack explained.

"That's no excuse, what were you doing out there anyway? You could have gotten hurt!" June said worried.

"I know mom but I-" Jack stopped nervously, he whispered something into his mom's ear.

Junes eyes widened, "Oh Arcee dear are you alright?!"

"Uhh yeah I'm fine why?" Arcee asked still in her alt-mode.

"Oh I can only sympathize with what you're going through, I've had my heart broken before and it's not pretty. Whenever you need a girl to talk to you know where to find me," June said.

"Okay?" Arcee said awkwardly.

"I hope everything works out. I'll let you off the hook this time but if you're late again you are grounded mister," June said sternly entering the house.

Jack parked Arcee in the garage and closed it.

"Is nothing a secret?" Arcee asked transforming.

"I'm sorry but I had to tell my mom that Starscream was staying at the base and she wouldn't let me near him until I prove to her that he's changed," Jack explained.

"Well did you have to make it sound like we were a thing and I just went through a bad break-up?" Arcee said exasperated,

"Weeeeeell."

"Don't answer that."

"... I'm sorry for making you worry," Jack finally said.

"Jack we've been over this, all is forgiven," Arcee said.

"I know but I really thought we could convince him, show him that our friendship wasn't meaningless."

"I know, thank you for trying." Arcee tried to calm Jack.

"Do you think he'll come back?" Jack asked.

"I know he will Jack, I have faith in him," Arcee said still unsure of her own words.

"I hope you're right, good night," Jack said heading for bead.

"Yeah me too."

_Later that night..._

_Arcee found herself in a dark corridor, it was too dark to see a thing. She walked for who knows how long alone, she became very uneasy down these depressing hollowed halls. She heard skittering in the background._

"_Who's there?" Arcee demanded._

_She heard the sound of more skittering behind her._

"_Come out coward!" Arcee said activating her blasters._

_The skittering became louder and appeared in every direction, then it was followed by loud footsteps. Then everything was silent. Arcee aimed her blasters in every direction frantically._

"_Show yourself, I'm warning you!" Arcee yelled._

_The halls were filled by the sound of cackling, a horrible sound that sent chills through her whole body. The halls were lit up by the crackling of green electricity, the laughter only getting louder. Down the end of the hall where the electricity was forming stood a cackling seeker, his hands behind his back. But there was something different about him, his eyes instead of being the blood red was now a putrid green. He had a look of sadistic insanity to them, they were open wide and twitched occasionally._

"_Starscream? What happened to you?" Arcee said fearing this new look._

"_Oh what this? Nothing special, you like?" Starscream said stepping closer._

_Arcee gawked as he got closer, what ever is wrong with him she didn't like it._

"_Why so silent Arcee? It's not as bad as you think, sure you may be giving your very being up but it's not that bad. It only guarantees slight insanity," Starscream chuckled._

"_What happened to you?" Arcee repeated in horror._

"_I gave in, join me Arcee. Give in," Starscream said holding out his hand._

"_N-no, don't worry Starscream I'll figure out a way to stop this," Arcee said._

"_You can't stop it Arcee, all you can do is give in," Starscream said, hand still held out._

"_No I'll never give in!" Arcee yelled._

"_Such a pity, I guess I can't convince you." Starscream said walking over to her until he was directly in front of her._

_Starscream hugged her tightly._

"_Starscream what are you AAAAGH!" Starscream thrust his claws into Arcee's gut making her leak energon at an alarming rate._

_Arcee collapsed to the ground clutching her deep wound, she was in an excruciating amount of pain._

"_You know you're very cute when you're in pain," Arcee looked up and saw Starscream raise his energon dripping claw into the air. "Let's make you feel gorgeous!"_

_He thrust his hand forward, the hall was filled with screams and laughter._

Arcee awoke gasping, she transformed and hugged her knees closely to her chest.

_'The worst has yet to come.'_


	19. Chapter 18

**Sorry this took so damn long. School started, my laptop crashed, got loner for a few days and I finally got my old one back. I'll try to go back to a weekly update schedule.**

**Chapter 18**

Shockwave was walking through the hollowed halls of the Nemesis. To the untrained eye he was as emotionless as ever, but internally he was enraged. It has only been a few days but so far he had nothing on the traitorous seeker, he tailed him since the day he got the assignment yet he came up with nothing.

Soundwave was probably laughing at his misfortunes right now, or whatever he does in place of laughter. Shockwave wasn't one who shows emotion, but he lets out a few like anger and hatred now and then.

Starscream hasn't done a single thing that warrants suspicion, the only thing Shockwave noticed was that he has been reported heading for the med bay but he doesn't seem to actually enter. Shockwave at one point attempted to put a bug in Starscream's room but failed to realize how advanced the locks are, by the time he was half way there Starscream wasn't far behind. Shockwave barely escaped unnoticed. He realized that if he was going to get anywhere than he needed a new approach.

Shockwave suddenly stopped, he aimed his cannon at the ceiling and fired at a dark mass. The figure fell to ground, he charged his blaster ready to blast the intruder.

"Wait!" the figure yelled stepping out of the shadows revealing it to be Airachnid. "I come in piece."

"You in peace? I do not like being taken for a fool," Shockwave said still aiming his cannon.

"I want to make a proposition," Airachnid said.

"I barely see the logic in aligning myself with vermin such as yourself," Shockwave stated facing his cannon away from the spider.

"What would you say if I told you I could help you stick it to Starscream?" Airachnid inquired.

"What makes you think I need any help?" Shockwave hissed.

"You're not the only one who is good at gaining info and my sources tell me that you've got nothing," Airachnid said smug.

Airachnid's smug expression faltered as Shockwave turned and began walking away, "You are wasting my time with this nonsense."

Airachnid ran after him, "You want Starscream out of the picture as much as I do, if you want to get anywhere you need me!"

Shockwave grabbed Airachnid by her neck and slammed her into the wall successfully pinning her, she coughed roughly from the force of her neck slamming into the wall.

"You dare insinuate that I can't get the job done?! Congratulations Airachnid you have successfully made me angry and do you know what happens to bots who make me angry?" Shockwave asked earning a shake of his captives helm. "Well lets just say that few make it past the experimentation stage. But since you're already a mutated freak do you know what else is left?"

Airachnid began shaking in fear staring into the soul wrenching emotionless optic of this mad scientist, never before have she felt such fear not even to Megatron. She shook her head again.

"Dissection."

Airachnid gulped, Shockwave held her against the wall hoping to instill a little more fear before letting her go. When he felt like he got his point across he let go of her neck and watched as she collapsed to the floor clutching her sore neck.

"Out of my sight insect!" Shockwave said darkly.

Airachnid got the point and scurried away, as she made her escape a new look of determination appeared on her face. She wasn't finished with him yet.

Shockwave watched Airachnid leave, he looked down at his cannon arm staring intently.

"Mutant freaks."

_Meanwhile..._

Starscream and Knockout were both in the med bay, blueprints of the Nemesis were sprawled across Knockout's work table.

"So, where have you been? We haven't really discussed a plan to overthrow Megatron yet," Knockout said.

"I've been busy," was Starscream's only response.

"Busy with what?"

"I think someone is on to me," Starscream said grimly. "I've been feeling like someone has been watching me and I think someone tried to break into my quarters."

"Wh-what!? Who? How could someone figure us out already?" Knockout sputtered.

"Calm down, I think I finally got them off my trail. I tried coming here a few times but each time I was sure someone was watching me," Starscream said.

"Well if you're sure, back to the matter at hand. Do you have any plans?" Knockout laughed nervously.

"Figures, you go through all this trouble to recruit me yet you have no plan. Did you even think this through?" Starscream questioned.

"You're the master at this, I figured we could come up with one together and I could help set it in motion," Knockout answered.

"Well you were right to do so, anything you would come up with would just end in disaster," Starscream mocked.

Knockout scowled, "How so?"

"To usurp someone as powerful as Megatron it takes cunning, skill and drive," Starscream said.

"Cause you've been so successful in the past," Knockout said sarcastically.

It was Starscream's turn to scowl, "Anyway, I ordered you to get these blueprints for a specific reason."

"And that would be?"

"Sabotage, to make sure this plan works we need to get Megatron alone. Away from his subordinates, mainly his Intel Officers." Starscream explained.

"Then we hit em when he least expects it!" Knockout said excitedly.

"No, the next phase of the plan is to better our odds."

"But its two against one!"

"Has that ever stopped Megatron?"

Knockout was silent consider what Starscream said, his silence showed he agreed.

"So what do you propose we do?"

"We get an advantage." Starscream said simply.

"Hmm well do you have any ideas as to what we'll do for distractions and evening our odds?" Knockout asked.

"Not as of now, during the short period I was gone everything seems to be updated. My previous idea won't cut it," Starscream frowned.

"Well I guess you need me after all hunh?" Knockout smirked.

"Even you can be useful."

Knockout frowned his feeling of superiority short lived, "So what's the next part of the plan?"

"To finish it up we'll need an audience."

"Come again?" Knockout asked brow raised.

"Finishing Megatron will not be enough, we need to make sure no one tries to usurp our rule. We need to enlist fear into the Decepticon ranks and fear into the enemy," Starscream said.

Starscream and Knockout spend an hour discussing their plan, making sure that everything is in place and nothing would go wrong. Starscream felt like taking a break from planning and headed back to his quarters, ever since his stalker problem first arose he has been looking over his shoulder more than usual. Aside from the drones that litter the hall the Nemesis seems to be a lot more empty than he remembered. As he made it back to his quarters he was unfortunately greeted by the not so friendly neighborhood spider she beast.

"What do you want now Airachnid? This wouldn't happen to be another attempt at teaching me a lesson would it?" Starscream smirked.

Airachnid forced down her anger remembering their last unsavory encounter, "No, I was waiting here to talk to you."

"Not interested," Starscream said dismissively.

Starscream entered his quarters, the door closing behind him.

"Nice place."

Starscream whipped around at break neck speed, his eyes widened staring at the visage of Airachnid in his room. Airachnid sauntered towards Starscream, her hips swayed side to side as she inched closer to the nervous seeker. Starscream soon found himself backed into a wall, he turned his head each direction hoping to find a way out of this mess. Airachnid wrapped a leg around him and wrapped her arms around his neck to keep him in place. Starscream squirmed under her grip and gaze, he started digging his claws into the wall.

"W-what do you think you're d-doing woman!" Starscream demanded lamely.

"Oh nothing," Airachnid giggled sending chills down Starscream's frame. "I'm just curious, how has my old friend Arcee been doing?"

Starscream's eyes widened, he held his breath wondering where she was going with this.

"What do you mean?" Starscream asked regaining some courage.

"Just I've noticed that you two seemed awfully close on the field and I did here from Knockout that you were very defensive when her safety was brought into question." Airachnid smiled.

_'Knockout wait till I get my servos on you!'_

"So how good is she?"

Airachnid brought Starscream out of his thoughts, it took awhile for him to process what she said. But when he did.

"What are you insinuating?" Starscream demanded angrily, heat rising to his face.

"Just curious," Airachnid grew a seductive smirk. She leaned closer into Starscream, her mouth was next to his audio receptors, "And to show you that I can be way better."

Airachnid began licking Starscream's audio receptors with her glossa, he recoiled in disgust and finally managed to pry her off of him.

Starscream glared at Airachnid and pointed to his door, "Out!"

Airachnid, instead of complying, laid down on Starscream's berth and assumed a seductive pose, "I bet you get awful lonely on this berth, I'm sure we could make some room if-"

"Out! NOW!" Starscream roared.

Airachnid 'humphed' in disappointment, "Fine,"she smiled again, "See you around."

Starscream flinched in horror as Airachnid exited his room giggling to herself, that horrid giggle would forever grate at his processor and fill his nightmares.

_Meanwhile..._

Breakdown was taking a stroll through the Nemesis when he heard the most beautiful sound that would ever brush past his audio receptors. From around the corner he watched as Airachnid exited a room giggling, when he heard that luscious laugh his legs began to shake as if they were going to collapse right from under him. He stared longingly at Airachnid's fleeting curvacious figure, he would someday have her he just knows it. As he recovered from his love struck stupor he finally took to notice just where she exited from.

_'Hey isn't that Starscream's quarters,' _Breakdown thought.

The gears in his helm slowly turned as he put two and two together.

_Meanwhile..._

"Blasted hormonal femme!" Starscream growled.

Starscream was seething in his room, pacing around trying to calm his nerves. Starscream came to the conclusion that Airachnid has been the one stalking him and that this was all an elaborate rues to catch him while his guard was down.

Starscream glowered as he remembered what Airachnid said, he has been trying to no avail forget Arcee all together. He already couldn't get her off his mind and tried to make sense of these strange feelings but thanks to Airachnid that was just made a hundred times worse. Starscream couldn't help his face heating up when thinking of Arcee like that, he admits that even before he lost his memories he had some attractions towards the two-wheeler. Albeit physical at fist, but now he just doesn't know.

Starscream peered over towards his berth, he shuddered and decided that recharge wasn't as appealing as it was before. He exited his quarters and headed toward the main chambers.

"YOU"RE DEAD!"

Starscream turned around as a rampaging Breakdown tackled him to the ground, Starscream and Breakdown were rolling around the floor grappling each other. One was trying to pound the living daylights out of the other whereas the ladder was attempting to scratch the others eye out.

_Later..._

"What the slag happened this time?!"

Starscream and Breakdown sat in separate berths with their arms crossed, facing away from the other and glaring at the wall. They were both covered in scrapes and dents from head to toe.

"I repeat, what happened?" Knockout demanded very irate.

"HE STARTED IT!" Starscream and Breakdown said simultaneously while pointing at the other.

Knockout face palmed.

_Meanwhile..._

Shockwave was in his quarters typing idly at his computer, his focus was drawn towards the doors sliding open. He watched blankly as Airachnid entered smirking, she placed a small drive onto his table and turned around making for the exit.

"You can thank me later," Airachnid stated before leaving.

Shockwave stared at the drive before placing it into his computer deciding to humor the she spider. He drummed his digit on his table waiting for it to fully download. When it finished he stared at his screen in astonishment, he was looking at a perfect view of Starscream's room.


	20. Chapter 19

**I'm so sorry for disappearing for a month but school threw a crap ton of more homework at me and I found myself with no time! For the first two weeks I had major writers block. But you don't want to hear my excuses, I promise to try to upload faster.**

**I do not own Transformers Prime but this story is all mine!**

**Chapter 19**

Arcee awoke and transformed out of shock almost making a hole in the roof, she observed her surroundings and found herself in Jack's garage. For the past couple of days she's been having the exact same dream; she walks down a dark corridor and finds Starscream. Only something was wrong with him, green energy pulsated through his helm, he had a deranged look in his optics. It would usually end with Starscream savagely tearing into Arcee's frame, her screams of pain and his roaring of laughter echoes through the corridor.

Arcee shuddered remembering each experience, even though it was a dream it felt so real to her. She could feel his claws digging into her body, she could feel every wave of pain as Starscream tore into her. She mentally berated herself, she told herself to never become this close to another mech or face another broken heart. But she did anyway, with Starscream no less, the same person who killed Cliffjumper. How could everything go down hill so fast?

"Arcee?"

Arcee nearly jumped through the roof, she looked to the door and found Jack staring back her questioningly.

"Y-yeah?"

"Are you ready to go?" Jack asked.

"Uh yeah sure," Arcee answered getting out of her stupor.

_Later..._

Arcee entered the base, as Jack stepped off and headed over to Miko and Raf who arrived already Arcee transformed walking towards Optimus. Optimus was conversing with Ratchet about matters that Arcee didn't know, but from the look on their faces it looked urgent.

"Good morning Optimus, Ratchet," Arcee greeted.

The two mechs turned instantly but albeit hesitantly.

"Good morning Arcee," Optimus said politely.

"Good morning," Ratchet said with little enthusiasm.

"Has there been any Decepticon sightings?" Arcee asked.

"Nope everything's been quiet. Too quiet if you ask me, I'm not one who particularly enjoys our situation here but at least something gives me piece and quiet in the base." Ratchet grumbled.

"Arcee why don't you go out on patrol, contact us if you find anything," Optimus said.

Arcee was confused but she complied either way, she transformed and made for the exit.

"Now where were we?" Optimus said facing Ratchet.

"I believe we were discussing what to do about the Decepticons," Ratchet said matter-a-fact.

"Right, even before the sudden disappearance and memory loss of Starscream they have been working in the shadows for a while now. There may have been those few incidences where they were mining energon but aside from that there has been less sightings. There hasn't been any activity since our last encounter with Starscream," Optimus explained.

"They must be planning something big if they are willing to pass up so much energon, we have managed to gather a surplus of energon that they didn't even bother to destroy once they realized the battle was lost." Ratchet stated.

"The appearance of the Processor Destabalizer only helps prove that fact, Megatron decided to ignore the energon because he knew it wouldn't have mattered. If Megatron captures at least one of us he plans on using that device to delve into one of our subconscious, he will gather the data he requires and slaughter us all with his army." Optimus said grimly.

"What can we do to stop this from happening?"

"For now old friend, we wait."

"With all do respect Optimus if all we do is stand by and wait it might be too late," Ratchet stated.

Optimus mulled this information over, then he got an idea.

"Rafael," Optimus said walking over to the small child.

"Yes Optimus?" Raf said pausing the game he was currently playing.

"Ratchet and I are leaving the base for recon, would you mind working the ground bridge while we are away?" Optimus asked.

"Yeah sure." Raf answered.

Optimus nodded and towards the ground bridge controls, he stepped past a very confused Ratchet while doing so. He put in the navigation code and began walking towards the bridge, he stopped and turned around beckoning Ratchet to come with. Ratchet raised a brow ridge but complied and entered the portal with him.

_Elsewhere..._

Optimus and Ratchet were walking through a dense forest, their journey was filled with silence as neither one attempted to speak. Optimus was ever calm and vigilant, Ratchet on the other hand was confused and curious as to where they were headed. The continued silence started to aggravate the old medic, he looked around this unfamiliar territory with nervousness. He hasn't been on the field as much as the others, he was never trained to be a fighter and he was never needed. He tried looking up at the sky to attempt to determine the time but to his annoyance the dense forest was keeping even the most thinnest crack of light from entering.

Ratchet couldn't take it anymore, "Optimus where are we headed?"

"You recall a month or so ago when we fought the Decepticons for the contents of a fallen battle cruiser?" Optimus asked.

"Yes, that was the last major Decepticon operation before everything started turning to slag! Well more so than usual," Ratchet said with disdain.

"Correct, Megatron was far more desperate than he ever was before. A battalion of Vehicons were standing guard as Megatron and his crew prepared to raid the ship-

"_Destroy them," Megatron roared aiming his fusion cannon at the oncoming Autobots._

_A large squadron of Vehicons activated their blasters and fired at the Autobots, Megatron and Soundwave retreated inside a large battle cruiser that crashed in the dense forest which this battle took place in. Aside from Vehicons every other Decepticon was present and accounted for, the Autobots didn't like these odds one bit._

"_Optimus were severely outnumbered, whatever is in that cruiser must be very important. But we won't make any progress at this rate," Arcee stated through blaster fire._

"_Understood, Bulkhead can you make a diversion?" Optimus asked._

"_I can make more than that," Bulkhead laughed transforming into his alt-mode._

_Bulkhead drove into the mass of Vehicons mowing them down, the other surprised Vehicons were easy pickings for the Autobots. At this rate there was still some hope for the Autobots yet, as the confusion and hysteria continued Optimus activated his comm._

"_Ratchet we require assistance"_

"_**Wh-what!? Are you sure about this Optimus?"** _

"_Megatron seems awfully desperate to retrieve whatever is in that cruiser, we'll need all the support we can get to make sure Megatron doesn't succeed." Optimus said._

"_Primus," Ratchet grumbled to himself._

_Ratchet turned to the kids who were playing another one of they're many racing games, Ratchet was curious has to how they could play these games so much without getting bored._

"_Rafael I need you to man the ground bridge," Ratchet said in exasperation._

_Raf complied as Ratchet opened the bridge and stepped inside. As he exited he was met with enemy fire and the smell of spilled energon. A lone Vehicon charged at the defenseless medic firing away, Ratchet activated his blades and started deflecting the blasts. Ratchet ran at the Vehicon and decapitated it with one swing._

"_I'm too old for this scrap," Ratchet grumbled._

"_Ratchet I require assistance!" Optimus called. "Can you all manage on your own until we return?"_

"_We've got everything under control Optimus" Arcee answered tearing into a few Vehicons._

"_Yeah tell buckethead I said hello!" Bulkhead said crushing some poor cons with his maces._

_Bumblebee beeped in affirmation blasting down the remaining cons._

_Optimus ran into the cruiser with Ratchet in tow, they followed the sounds of someone typing on a keyboard. They entered what appeared to be the cockpit and saw Soundwave typing at a terminal but no Megatron._

"_DIE AUTOBOT!" Optimus was tackled to the ground by the rampaging Decepticon war lord._

"_Optimus-"_

"_Ratchet don't mind me, you have to stop Soundwave," Optimus commanded while grappling Megatron._

_Ratchet nodded and prepared to duel the Intel Officer but when he turned around Soundwave was missing. As Ratchet searched around the cockpit he didn't notice a figure creeping up behind him, Ratchet was sucker punched but he was not out. Ratchet swiped at Soundwave with his blades but he deflected them with his bare hands, Soundwave overpowered Ratchet and pinned him to the computer terminal._

"_I'm too old for this scrap!" Ratchet repeated through clenched dentals._

_Tentacles sprouted out from Soundwave's frame staring menacingly at the trapped medic, Ratchet kicked Soundwave in the chest knocking him back a few. While Soundwave was stunned Ratchet used this time to his advantage and cut a deep gash on Soundwave's chest._

_Smirking Ratchet prepared to strike again until he realized the wound on Soundwave's chest, his bare chest. Where is Laserbeak! The sound of a blaster going off and screams of pain ensued, Ratchet collapsed to the floor watching as Laserbeak reattached itself to Soundwave's chest. _

_Megatron's attention from his current wrestling match with Optimus shifted over to the victorious Soundwave. Megatron threw his opponent across the room._

"_Soundwave is the downloading process complete?" Megatron asked earning a nod of confirmation. "Alright we are done here!"_

_Megatron and Soundwave both transformed and flew out of the cruiser, Optimus helped Ratchet up and they soon made chase._

_As they exited they saw their team fighting against their designated rivals, Megatron and Soundwave were standing from afar as a ground bridge opened._

"_Decepticons we got what we came for, retreat!" Megatron ordered._

_Knockout, Breakdown, Airachnid and what was left of the Vehicon squadron entered the ground bridge. Then all was silent._

As Optimus finished retelling what occurred that day Ratchet began to finally recognize where they were.

"Yes I remember Optimus but _why _are we going back? If you recall Soundwave deleted everything of use when he hacked into that terminal," Ratchet said.

"It never hurts to look," Optimus simply answered.

They continued to walk in silence until they finally reached a clearing, a familiar large battle cruiser stood in the middle.

"Optimus?"

"Yes Ratchet?"

"The day Starscream defected back to the cons, when Megatron mentioned the Destabalizer you seemed pretty surprised to see it. Almost as if you knew what that thing was," Ratchet accused.

Optimus sighed, "Yes I knew about that horrible device. It is a devastating weapon that was developed by a scientist named Mindwipe. He was always curious about how our processors work and wanted to unlock its secrets. He created that thing for a better understanding of how our minds work but it was turned into a weapon. I do not know the details of this weapon for it was confiscated and locked deep within the Iacon vaults when I still worked there. When the war started he joined the side of the Decepticons and stole back his invention, he took it with him and escaped into the far reaches of space. Who knew his horrible invention would wind up here of all places."

Optimus finished speaking as he and Ratchet were currently walking through the halls of the cruiser, they entered the cockpit remembering where their battle took place. They both began typing at different monitors inside the cockpit hoping to find anything that would shed some light on the perplexing device. Sadly their prayers weren't answered, they scanned through various empty files all of which were most likely deleted by Soundwave. Every terminal was empty, no data was found. Ratchet slammed his fists on his terminal in rage of the situation. A 'click' sound could be heard, both Ratchet and Optimus watched as what looked to be a PDA slide out from the side of the terminal.

Ratchet grabbed it and turned it on looking through with excitement, "Optimus this appears to be Mindwipe's journal!"

"He must have placed it in here when he ejected this cruiser from his ship carrying half of his blueprints," Optimus said in wonder.

"Mindwipe must have expected someone to find this, he must have placed schematics or a way to destroy his device somewhere in here." Ratchet said as he and Optimus made for the exit.

"Yes, we just might be able to thwart what Megatron has planned for the Destabalizer," Optimus said in agreement. "Rafael activate the ground bridge."

No sooner when he made the order did the familiar green vortex appeared.

Optimus and Ratchet entered the base, Ratchet walked over to his terminal connecting the PDA to it. The data was copied and placed into a file for safe keeping.

"If you don't mid Optimus I would like to look into this myself," Ratchet said.

"Are you sure? I wouldn't want to burden you," Optimus said with concern.

"Its fine, I am very curious to read what a prestigious scientist such as Mindwipe would right in his journal. Who knows, there might be a little more than schematics for his weapon," Ratchet said.

"Well alright but do not strain yourself old friend," Optimus said exiting the control room.

Ratchet began reading various entries that were written thousands of years ago, talk about how his device would revolutionize how we would think today. How it could unlock our processors true potential, pages filled with complex equations that even Ratchet scratched his head at appeared. To his surprise these were all equations on how to develop a long lasting artificial power source, Ratchet made sure to highlight it and save it for later. The more he read the darker the writing seemed to get, it talked less about helping others and more about how it could be used for more dangerous means. Ratchet came to an entry that was entered around when the great war began, he read it over and over again but he couldn't believe it.

"By the Allspark!"


	21. Chapter 20

**I'm not even going to try and explain myself this time, just expect late updates to happen often.**

**Chapter 20**

"Then we hit him where it hurts!" Knockout exclaimed in sinister glee.

"Now you're beginning to understand. With Megatron down for the count there will be no one left to get in my way as I become leader of the Decepticons!" Starscream laughed in triumph. "Once my rule is attained the only thing left to deal with would be the Autobots."

"What is your plan, lord Starscream," Knockout mused.

"Oh it is quite simple, once our audience witnesses the demise of Megatron I will give them two choices." Starscream smiled coldly. "They can either bow before my mighty whim or get blasted to scrap metal."

"Are you sure it will be that easy? They've escaped far worse." Knockout said.

"Before the Nemesis? Unlikely. Even so, the point will be made and that is all that really matters," Starscream answered. "That fool Megatron had many chances to get rid of the Autobots, but his pride got the better of him every time."

Knockout rolled his eyes as he listened to Starscream's rant, to think he actually thought Starscream's time with the Autobots changed him.

"Good to see you back to normal, it was odd seeing you not boasting about your superiority. Almost thought the Autobots got to you. It is good to see you back on the winning side," Knockout said.

Starscream frowned, his enthusiasm gone, "Its good to be back."

Knockout raised a brow ridge as Starscream began leaving the med bay, "Wait where are you going?"

"Back to my quarters, the planning stage is complete so I recommend you to rest. Tomorrow will be the day that we put our plan into action." Starscream said as the med doors shut.

Starscream entered his quarters, making sure to double check if anyone followed him this time. Seeing nothing he locked his door and made for his berth.

"_Starscream!"_

Starscream screamed and nearly fell over, he clutched his chest breathing heavily and glared at his intruder.

"Are you going to do that every time you wish to see me? You nearly gave me a spark attack! What do you want now Skyfire?!" Starscream demanded.

Skyfire had a look of true sorrow on his face, _"I thought you could change."_

"What? Oh not this ridiculous nonsense! I told you, I am a Decepticon and I'll always be a Decepticon." Starscream said with little emotion.

"_It wasn't suppose to end this way! Tell me Starscream, if I never died would things of ended differently?"_

"Skyfire I-"

"_Answer me! I've known the answer for stellar cycles now, but I just want to here it from you. Its my fault you ended up this way, its my fault that you're on the wrong side, its my fault that you became a monster." _Skyfire said sadly.

"No, it wasn't your fault Skyfire. None of this was your fault. This was inevitable, I would've made this decision either way. You remember how corrupt our government was, I would've chosen the stronger side and I did." Starscream stated firmly.

"_You can't believe that! If things ended differently than maybe-"_

"No _you_ can't believe that. Maybe if you never died, my trine never died, everything I ever believed in never died than maybe things would've ended differently." Starscream paused to take in a shuddered breath. "Last we spoke, you gave me a choice and now I will choose."

Skyfire stood silently watching Starscream mull over his next words, Skyfire was patient but nervous for the next words to come. Starscream closed his eyes, he tried to will the next words that were coming for he knew it was not what his late friend wanted to hear.

"I choose to stay where I am, here with the Decepticons. You can't stop me, my plan will go on as scheduled and the power that I rightfully deserve will be in my grasp."

"_Is that your final decision?"_

"I suggest you leave Skyfire."

Skyfire let out a depressed sigh, _"I'm afraid I can't do that."_

Skyfire thrust his hand into Starscream's gut and fazed through it, but the pain was still there as if he really did punch him. Starscream felt like he was being ripped apart inside and out, a bright light ensued as Skyfire delved deeper into Starscream's very spark.

"Skyfire what are you doing?!" Starscream roared in pain.

"_If I can't help you make the right decision than I have no choice!" _Skyfire yelled as he fully fazed into the writhing seeker.

Starscream clutched his stomach, he felt like he was going to purge his tanks.

"_I will make you see the light," _Starscream's eyes turned blue as those words that were not his spoke from his lips.

Starscream clutched at his helm in pain, "Skyfire I demand you to leave my processor this instan-aaaaauuuughhh!"

The combined screams of both Starscream and Skyfire engulfed the room and the neighboring halls, a piercing scream that caused all Vehicons in the area to run in terror. Starscream clawed at his helm in the worst pain he ever felt, even worse than when he finally regained his memory board. His eyes widened as they began to switch from a deep red to a bright blue, then they switched to a new color. They became a sickly putrid green, similar colored electricity surrounded his helm the power intensifying as his pain did. As quick as it appeared, it was gone. Starscream collapsed in agony, he hung limply onto his berth trying to gain the strength to climb on but failed.

"S-skyfire?" he was met with silence. "S-sky... fire?" he fell into stasis lock.

_Meanwhile..._

Shockwave entered his quarters, an entire day has gone by yet again nothing was accomplished. He is getting sick and tired of having his talents wasted, Megatron has been growing more unstable as the days progress. Instead of coming up with ways to destroy the Autobots he has been more concerned with that blasted Starscream! Shockwave slammed his good hand onto his work table leaving a large dent, he has been having trouble keeping his emotions in check lately. Shockwave needed to do something quick or the insanity that has crept its way onto the Nemesis will get him next.

Shockwave typed away at his terminal and brought up the secret spy cam inside Starscream's quarters, just in time as it seems Starscream just entered. He watched as Starscream let out a girlish scream and almost collapsed to the floor.

'I wonder what has him on edge,' Shockwave thought.

He continued observing as Starscream began talking to himself. Yep all sanity as left the ship, the most sane beings left are probably the Vehicons and that is saying something. Then something caught his interest, Starscream clutched his stomach and looked to be in pain. His eyes flashed blue and he spoke with a voice not of his own. Shockwave clutched his audio receptors as Starscream released a scream that sounded like two voices screaming at once. He could just barely here the screaming through the hall, he could also hear Vehicons running for their lives. He continued watching nonetheless as a strange green aura surrounded Starscream's helm, before he could see more the camera disconnected. He surmised that the dense energy emitting from Starscream caused it to blow up.

"Slag!" Shockwave slammed his fist against his desk again deepening the dent.

Shockwave typed at his terminal and small rectangular object exited, "At least this wasn't a total loss. With this I will finally get rid of you and become Megatron's first lieutenant as I rightfully deserve."

Shockwave exited his quarters and made haste for the main control room, he passed multiple cowering Vehicons. Shockwave would've smirked if he could, they had every right to fear him.

He entered the control room and faced a very irate Megatron.

"Shockwave! What has gotten all the Vehicons so spooked and what was making that annoying racket?" Megatron ordered.

"The answer to both your questions is right here my liege," Shockwave said showing the cartridge.

"What is it?" Megatron said taking the cartridge

"It is a recording of Starscream inside his quarters," Shockwave stated simply.

"How did you acquire this?"

"I have my ways."

"Soundwave play the recording!" Megatron ordered giving Soundwave the cartridge.

The three of them watched and Megatron had very similar reactions as Shockwave did, Soundwave however was hard to decipher. When it ended Megatron rubbed his chin deep in thought.

"What is our next course of action lord Megatron?" Shockwave asked.

"We do nothing."

"I beg your pardon?" Shockwave asked confused.

"You heard me, let Starscream try to overthrow me its not like he will succeed." Megatron stated plainly.

"But what will do about him afterwards?"

"We will let him do as he wishes and once everything is over and done with than the plan will resume as scheduled."

"After all that has happened Starscream still wishes to betray you, his immediate termination is the most logical course of action! Why do you still keep him online?" Shockwave demanded.

"You fail to grasp the situation Shockwave," Megatron said loosing his patience.

"Then indulge me my lord."

"It is all a part of the plan and that is all you need to know."

"But my lord-"

"Since you have been one of my most trusted soldiers for eons I will ignore the fact that you are defying my orders, but if this happens again I won't be as lenient." Megatron said turning his back on Shockwave. "Soundwave destroy the evidence!"

Instead of simply deleted its hard drive Soundwave crushed it in his hand just to spite Shockwave, well it worked.

"You may take your leave," Megatron said.

"... yes my lord," Shockwave turned and exited the room leaving it in silence.

_Later..._

Airachnid laid in her berth, she had the regular standard issue quarters but somehow it was just as dark and decrepit as she was. She was extremely board, nothing interesting has happened in a while. For some reason the Decepticons have been less willing to leave the confines of the ship for any means and she was hating it! Her doors suddenly opened and she saw the last person she ever expected to visit her.

"So you wanted to team up?"

Airachnid's widened eyes narrowed, she carried a cruel smirk.

_Later..._

Airachnid flew above a dense forest somewhere in South America, a purple Cybertronian jet hovered next to her.

"So what are we doing all the way out here?" Airachnid asked.

"All in good time my dear, now will you hurry up! Your blasted alt-mode is so slow!" Shockwave yelled.

"You sound like Starscream," Airachnid said.

"Don't you dare compare me to that fool!" Shockwave growled.

"Geez what's got your turbines in a not?" Airachnid asked.

"Enough! Just keep flying, we are almost there."

"Whatever."

They kept flying for a few more minutes until Shockwave ordered her to descend, they transformed and landed. Shockwave held a scanner and pointed it towards the ground.

"That's why were out here? To scout for energon?" Airachnid said exasperated.

"Oh it is much more than energon," Shockwave said.

The device began to beep, it intensified and soon the beeping wouldn't let up. Shockwave carved an x on the ground and gestured Airachnid at it.

"There, I need you to drill there."

"That's why you dragged me here, to be your personal tool? Why didn't you just bring one of the drills on board the Nemesis?" Airachnid demanded.

"It was more discreet this way, now just do it!" Shockwave ordered.

Airachnid grumbled to herself but complied, she drilled deep into the ground until she fell into open space. She took in her surroundings and found herself inside an underground tunnel, she followed the tunnel and found herself in a large cave. She gasped at seeing what was inside, rows upon rows of stasis pods lined the cavern. She smiled and attempted to get closer to the pods, she screamed in pain as intense volts of electricity pumped their way into her body. She collapsed and fell into stasis lock. Shockwave stood over her unconscious body, energon prod in hand courtesy from Knockout.

He chuckled to himself placing the prod onto his back, "Foolish wretch."

He walked through the rows of stasis pods and stopped in front of a random pod, he wiped away accumulated dust from the pod and stared into the blank visor of a massive insect like machine.

"It is time to rise from your deep slumber my pets."


	22. Chapter 21

**I don't know where to start. First off I should start with dashing a few rumors about me being dead. It's true I am dead, but I promised myself that I would finish this story. It has been a year and a half since the last time I updated this fic. To be honest at one point I just completely lost interest and contemplated canceling. But after rereading my story, I finally realized why I loved writing this so much. Now I'm back, and hopefully back into a regularly updating. This chapter is the longest thing I've ever written ever. Hopefully it's worth the wait, but probably not. I just hope you guys can forgive me and I hope I can regain all of my loving fans. **

**I don't own Transformers Prime but this story is gloriously mine!**

**Chapter 21 *Unedited***

"Please, I beg of you! We have to go back for him!"

A desperate seeker pleaded before the council in the great halls of Iacon. Before him, standing in the middle stood an imposing figure that did not belong.

"For the last time I said no! We will not squander resources on one mech!" The figure wore a glowing orange visor and faceplate that hid all emotion, all but anger. He was all purple, had pointy audio receptors, and sharp claws. He did not belong between the elderly councilors.

"B-but councilor if money is the issue I'm willing to forlorn all of my college funds to-"

"It doesn't matter! Do you not realize what we are dealing with? We are at the very precipice of war! We cannot waste time on a petty search and rescue mission!" The councilor roared.

The seeker begged, "But sir please!"

"Begone!"

"Ratbat you do not have to be so harsh with the boy. By the sound of it he has been through quite a lot and I admire his dedication to a friend. I'm sure we could do something to help him." A wise bearded mech stated.

Ratbat turned, glaring at the mech who interrupted him, "We cannot waste mechs when we are so close to war. Next time I would advise against undermining my authority Trion. And lastly it is Chancellor Ratbat, remember it!

Ratbat turned back to the seeker and said, "I want this fool out of my sight!"

The seeker collapsed to his knees in anguish as two guards quickly flanked. They dragged him out of the court room, the seeker didn't even give up a fight. He stared blankly at the cold visor of Ratbat.

"Wake up boy! We are at the very doorsteps of war. We can't waste time on scavenger hunts. Wake up! Wake! Up!

**WAKE UP!**

Starscream's optics shot open, staring into the optics of a bewildered Knockout. He groaned clutching his helm feeling a processor ache coming along.

"Knockout? What are you doing here?" Starscream demanded gritting his dentas in pain.

"It's time." Was Knockout's simple answer

He checked his internal clocks, "We still have megacycles before we have to initiate the plan!"

"Yes, but both Shockwave _and _Airachnid were both seen leaving the Nemesis. If it's anytime to enact the plan, that time would be now."

Starscream's optics widened. Completely ignoring what occurred a few cycles ago, he immediately stood composing himself. Starscream ran to his work bench and grabbed a couple of miscellaneous objects and placed them into his subspace.

"Alright, we will enact phase one of the plan. I will head over to the bridge while you-"

"Go to the ships core, yeah yeah I know. Please, what do you take me for?" Knockout frowned crossing his arms.

Knockout and Starscream exited his room. They silently nodded to each other before running down opposite ends of the hall.

_Later..._

Megatron stood on the bridge of the Nemesis, a scowl adorning his face. After the news of Starscream's new madness and wish to overthrow him again. That didn't surprise him in the least, but Shockwave's attitude on the other servo. Megatron growled loudly, earning strange looks from the surrounding vehicons. Shockwave had been by his side for eons. Never had he ever questioned Megatron's logic or talked back to him. Megatron adopted a crazed look in his optics

"_If I can't trust Shockwave, who can I trust?"_

"Lord Megatron, I have come to serve you loyally and most humbly." Starscream bowed as the bridge doors closed behind him.

"_Certainly not him," _Megatron sneered as his SIC groveled at his feet. "Nothing is required of your services today, Starscream."

"Are you sure my liege? There hasn't been a lot being accomplished latel-"

"Yes everything is fine! Now leave me be to think!" Megatron roared as he turned back around, glaring into the dark recesses of space.

Starscream looked up incredulously, trying to decipher what's wrong with his master. Starscream smirked, in the end it doesn't matter. He stood up and brought his optics to the main terminal. Which was currently being typed on by none other than Soundwave. Starscream strolled towards the terminal, his smirk never leaving his face.

Leaning against the terminal, "Heeeeyy, Soundwave how's it been?"

Soundwave stayed silent as he continued to furiously type at the keybord. Starscream examined the screen, looked to be a simple, unimportant report.

"You know, Shockwave was last seen exiting the base with Airachnid. Know anything about that?"

The sound of typing stopped for a split second before resuming.

"Something seems to be up with Megatron lately. He seems to have regained that crazed look in his optics. Makes you wonder why he sent Shockwave and that treacherous wretch out on an important scouting mission that you could have done in seconds?"

That got his attention. Of course Starscream had no idea why those two left the base so suddenly, but neither did Soundwave.

"Maybe our grand leader is hiding something from you?"

Soundwave turned and tilted his head at his master. Starscream quickly took out small circular object and placed it underneath the extended keyboard while continuing to nonchalantly lean against the terminal. Soundwave turned back around, seeing nothing was amiss, resumed typing away.

"Of course what do I know? It's not as if I'm a picture perfect example of trustworthy on this ship." Starscream smiled as he sauntered off, fully realizing Soundwave was staring back at him.

Starscream stood away from the prying optics and audio receptors of the other cons. He activated his comm link, "Knockout, are you in position?"

_Meanwhile..._

The red medic ran down the halls dodging vehicons left and right.

"Move it, movie it! Out of my way! Can't you see I'm in a hurry here?"

Breakdown was walking down the hall, stopping when he noticed his friend running towards him.

"Oh, hey Knockout what's the rush?"

A red streak breezed by the massive mech.

"Can't talk right now Breakdown!" the medic yelled before making a left and disappearing out of sight.

Breakdown rose his single optic ridge, with a bewildered expression he kept walking, shaking his helm.

"Everyone has been acting so weird lately."

Knockout burst through the door to the core engine room. He leaned against the door trying to catch his breath. Looking around the room, the machines that continuously supply the main engine with energon was currently inactive due to them being immobile in space. Two vehicons were currently both at the main terminal at the end of the room, staring at the medic confused.

"Sir, not to be rude, but what are you doing here?"

Knockout stood erect, smoothed his helm back (for whatever reason), and placed his hands behind his back attempting to channel his inner Starscream.

"I'm here to relieve you both of monitor duty."

The two looked to each other before the other spoke, "Not to be disrespectful, sir, but that doesn't make any sense-"

"It was Megatron's orders, if you both are so against it why don't you take it up with him? I'm sure he would love to hear your argument."

The two nervously looked at each other again. Complying, they both exited the engine room.

Smirking to himself, Knockout hurried to the terminal and took out a small circular device. He placed the object underneath the terminal's keybord.

Knockout chuckled, "Oh Knockout, not only do you have beauty, but brains to boot."

"_Knockout, are you in position?"_

"Yes, I placed the device. What about you?"

"_I had a run in with Soundwave, but it was nothing I couldn't handle. You know what to do?" _The seeker whispered.

"Please, what do you take me for? I may be no scientist, but I am a medic. Takes a lot of skill and brains to be in my position."

"_I'm sure."_

"Don't take that tone with me!"

"_Alright, enough! It's time to enter phase two."_

Ignoring the seeker, Knockout began hacking into the terminal which became ridiculously easy thanks to Starscream's invention. All of the ship's walls were down, and he was in complete control.

"Captain Knockout is behind the wheel." Knockout said as he proceeded to place new coordinates into the navigational computer. "Time for a little detour."

Knockout pressed a button to activate the ships engines and-

"**WOAH!"**

The ship lurched as it began its descent into Earth's atmosphere. Knockout's head poked back up from under the terminal.

"Uh oh."

_Meanwhile..._

As the Decepticon warlord remained deep in thought, he nearly fell over as the ship jerked to the side.

"What is the meaning of this?!" Megatron roared as he regained his footing.

"My lord, the ship's engines activated and is headed for Earth." a vehicon stated.

"I know that! I demand to know who authorized this and I want it prevented!"

"My liege, we can't override the navigation system. Someone hacked into the mainframe!" a frantic vehicon stated typing vigorously in the pilots seat.

"Soundwave! I want re-control of this ship! Find this bug and squash it! NOW!"

Soundwave nodded and began typing at the terminal.

**ACCESS DENIED**

Soundwave paused, never failing at something like this before. With new resolve, he released his tentacles for a more hands on approach. But still he was denied access into the ships mainframe. This proceeded to make Megatron furious.

"Who would dare hack into the Nemesis?" His eyes widened. "Starscream!" The gladiator charged the seeker and grabbed him by his neck.

"After everything that has happened you still hunger for my position as leader. If you value your miserable life, which I know you do, you will relinquish control over the Nemesis!" Megatron yelled glaring into his SIC's optics.

"Please lord Megatron, I am innocent! I've been here on the bridge the whole time! Surely Soundwave or one of the troops would've noticed me try something!" Starscream choked out.

Megatron closed the gap between himself and his second, narrowing his eyes. Trying to decipher the truth from the lies, he threw the seeker to the ground harshly.

"I want you to find the problem and exterminate it." Megatron growled out.

"Yes my lord," Starscream bowed before exiting the bridge.

"Knockout, what are you doing? This was supposed to be discreet! Make a u-turn and knocking everyone on board to the ground is not discreet!" Starscream whispered angrily into the comm.

"_Well I'm sorry, but I don't have a lot of experience flying a massive warship by myself!"_

"Doesn't matter now! He have to go into the next phase of the plan. How far are we from the rendezvous?"

"_A couple dozen clicks."_

"Good, send the signal."

_Meanwhile..._

Arcee was out on patrol through most of the morning into the afternoon, she decided it was best to head back to base. As she entered it seemed not a lot had changed since she left. The kids were still playing their game, although Bumblebee and Bulkhead joined them. Ratchet was currently at the terminal muttering to himself.

"Ratchet I'm back."

The medic jumped and turned around optics widened, "Oh Arcee, didn't notice you there. You wouldn't happen to know where Optimus is, would you?"

Arcee, racked confusion, said, "Uhh no, I just got back from patrol you and Optimus sent me on."

"Oh, right. Forgot. Carry on." Ratchet turned back around.

Though confused with Ratchet's odd behavior, she ignored and went to go hang out with the others.

**BEEP! BEEP! BEEP!**

Arcee was prevented from engaging in her downtime as a flashing red light filled the Autobot's base. Everyone's attention immediately went to the terminal. Ratchet was frantically typing, trying to decipher the issue.

"_What's the problem?" _Bumblebee beeped.

"It's an encoded message." Ratchet stated.

"Is it from Fowler?" Arcee asked.

"No, I don't know who it's from, but it looks like a distress signal."

"A distress signal?" Optimus, with his impeccable timing, entered the base. "From whom?"

"It is unclear whether it is of Autobot or Decepticon origin. The vessel is masking its signature, but the encoded message provides coordinates to what I believe will be the landing sight." Ratchet stated.

Optimus stroked his chin in deep thought, contemplating the pros and cons of replying to the message.

Finally, "Ratchet, activate the ground bridge."

"But Optimus, what if this is a trap?" Bulkhead asked.

"We'll have to take that risk, if there's any chance that an Autobot is in need of assistance then we must go. If it is indeed a trap, send us a few clicks away from the coordinates. Be at the ready, we will either be returning with a new ally, or in need of an escape."

"Hold on, Optimus, there is something important I have to tell you." Ratchet said.

"Whatever it is, it'll have to wait," Optimus said.

"But, it's of grave importance."

"I'm sorry old friend, but any time wasted could be used to help a new comrade. If the Decepticons get word of this distress beacon, then they could be in grave danger." Optimus said.

Ratchet hesitated, but he knew Optimus was right.

With that being said, Ratchet activated the ground bridge. The rest of the team charged through vortex.

_Meanwhile..._

"Lord Megatron, Soundwave has reported the hacker sent a distress message to an unknown location."

"What! Who would this assailant possible sent a message to-" Megatron's optics widened, "The AUTOBOTS!"

"Soundwave! Continue your attempts to regain control of the ship," Megatron turned to address the troops on the bridge. "Decepticons! I want you all to track down the accursed Autobot that found his way onto my ship and destroy them! Inform any soldiers on the way of the assignment."

"**Aye aye sir!"**

As the vehicons charged into the halls of the Nemesis, Megatron turned to his intel officer.

"Soundwave, are you able to pinpoint the location of our unknown Autobot?"

Soundwave presented a map of the inner workings of the Nemesis. It showed every single terminal on the ship. Every single one possessing a blinking light.

Megatron growled, "How can this Autobot mask their own signature on _my _ship!" He grew deathly silent, "Never before have I faced an opponent with such a genius level intellect as this."

_Meanwhile..._

"Slag! Slag! Slag! Slag!" Knockout was frantically checking the tracking radar, weapons system, and anything else he needs for the next phase. "When are those blasted Autobots going to get here?! I don't how long I can hide out here before someone finds me. Knowing Soundwave, he could be close to figuring out how we hacked the ship." Then realization donned on him, "Oh no. I never though of what could happen if Starscream's plan failed. Not only will Megatron have his head, but mine as well. Or worse..."

Knockout examined his precious paint when suddenly the door to the engine slid open.

"Knockout, Megatron has orders to-"

The vehicon trooper paused. At the end of the room was the Decepticon medic, laying on top of the terminal in a pose similar to those models do on fashion magazines. His head was propped up by his arm as he laid on his side, his outer leg was up and bent at the knee. His hand was relaxing on his knee while the other was on the terminal. While the soldier stared at the oddity of the medics position he failed to notice the medic closing the window on the terminal.

"Yes, what would it be?" Knockout asked.

"Uhh Megatron... wants everyone on the look out for any Autobot activity."

Knockout smiled, "Oh don't worry, I'll keep an optic out for anything suspicious."

"... Right. Is everything ok?"

"Yeah of course! Couldn't be better."

"Uh-huh." The vehicon slowly walked back out the door and closed it.

"Hmmm. Maybe I should've locked the door."

Knockout collapsed to the floor at the sound of a loud beeping coming from the terminal. Kncokout released an exasperated sigh.

"Finally!"

Activating his comm, Knockout said, "They're here."

_Meanwhile..._

Starscream stood on the very top of the Nemesis. As chaos ensued within the confines of the ship, he stood here waiting patiently for the next phase of his plan to arrive. Everything was falling into place, soon his rightful place as leader of the Decepticons would be his. Soon the Autobots will fall as well, with no one in his way he drain this planet of its resources and reign supreme. Just him and his armada. All alone. Alone.

"_They're here."_

"How close?"

"_A couple clicks."_

"Perfect, it's time for the next phase."

"_Understood."_

The comm ended. Starscream stared at the planet beneath him. Images of the team he once called friend then later forsake flashed in his mind. One was more prominent than the others. A certain two-wheeler.

Starscream activated his comm, "Lord Megatron."

"_What is it?"_

"I found the source of the problem."

"_Did you find the Autobot?"_

"Autobo-? Y-yes I did. But I require assistance!"

"_... What is your location?"_

"I'm outside of the docking bay

"_I'm on my way! I'm going to deal with this offending Autobot myself!"_

"_That worked out better than I expected." _Starscream thought. With a foreboding look, he got into position for when Megatron arrived. _"It's now or never."_

_Meanwhile..._

The Autobots exited the ground bridge. They were in a heavily wooded area near a large clearing which looked eerily familiar.

Bulkhead looked around confused, "Hey isn't this where-

"Starscream betrayed us?" Arcee finished.

Bulkhead flinched and kept silent, hoping not to make Arcee anymore upset than she currently was.

"_It seems a little odd that the coordinates would bring us here of all places."_ Bumblebee questioned.

"This _is_ strange, keep alert." Optimus commanded.

They examined the skies for any ships but they got nothing. The landscape was completely barren, nothing was insight. Neither Autobot nor Decepticon. Then heard it. The dull humming of a ship they've become horribly familiar with.

"Scrap." Was the consensus thought as they watched the Decepticon battleship burst through the clouds from above.

Optimus went for his comm, "Ratchet we have a situation, we need a ground bridge."

All he received was static.

"Autobots, take cover!"

They used the surrounding trees and rock formations, preparing for an imminent battle. The Nemesis flew closer and closer to their location until it stopped above the massive clearing. It stopped.

"So uhh what do we do now?" Bulkhead asked.

"We retreat, for now." Optimus stepped back cautiously.

The rest of the team complied, trailing their blasters at the warship.

_Meanwhile..._

The Decepticon warlord readied his fusion cannon as he entered the hangar. It was mostly empty save for the cruiser Shockwave arrived in all those solar cycles ago. As he crept closer to the end of the hangar he noticed something peculiar, it was quiet. He couldn't hear any sounds of gunfire or a skirmish. He prepared one of two possibilities, either Starscream took care of the problem or he got the scrap kicked out of him. He was definitely prepared for the latter.

Megatron stepped out of the hangar and was on the empty roof of his ship. Checking over the edge of the ship. He could see the ground several hundred feet away, it seems the Autobot brought the ship to its intended destination. But where is the bot? And his SIC?

"Starscream?"

"Right behind you, my liege."

Megatron turned and saw the seeker he was looking for, standing on top of the entrance of the hanger. He was smirking and held his hands behind his back with an air of confidence. A look that Megatron was all too familiar with.

"I'm impressed Starscream, even after all these stellar cycles your acting skills are as impeccable as ever. I actually believed you when you said you had nothing to do with this. I have to say, this is probably your most ambitious plan yet. Cause if you fail in offlining me, you better hope I offline you quickly." Megatron said with a crazed smirk.

"Oh I plan to." Starscream simply stated.

"With what? You are sorely outmatched. Did you forget what happened last time you challenged me? Oh wait!" Megatron laughed at the seekers expense.

"Trust me, I learned from my last mistake."

"You? Learn? Don't make me laugh." The warlord bared his teeth angrily.

Starscream activated his comm, "NOW!"

Megatron raised a brow ridge. He readied his cannon to finally end this when he heard a hum of machinery powering up. The iconic sound of transforming metal filled his audio receptors. Long cylinder of many shapes and sizes jutted out from the edges of the ship. All aimed at the gladiator.

His attention was back on the seeker who was now standing in a one manned cannon.

"FIRE!"

_Meanwhile..._

The Autobots were making some head way trying to get away from the warship, but despite the progress they still couldn't get a signal to call for a ground bridge. They reached the top of a hill for a better vantage point when a huge explosion brought their attention back to the ship. They watched in shock and awe as hundreds of laser fire came from the top of the ship aiming at the sky. They could see a vessel in the sky that looked like a familiar cybertronian ship.

Arcee faced her leader, "You don't think?"

Optimus just had a grim look on his face.

_Meanwhile..._

It was like a war zone. Megatron was zipping through the air, doing everything he could to dodge the fire. Megatron spun in the air to avoid a couple of missiles, but nearly lost control. He aimed at the ground and flew down as fast as he could, avoiding fire while firing upon the deranged seeker. Despite the massive strain he pushed his cone back up and flew back into the sky. His alt-mode wasn't meant for all of this fancy flying. For all the fire he dodges successfully twice as many lasers managed to graze and nick him. Having to dodge hundreds of laser fire and simultaneously try to put a stop to Starscream. Who was currently firing at him with a cannon and cackling like a madmech. He needs to put a stop to this or that seeker just might win this.

"_Uhmm Starscream, we've got a problem." _Knockout commed in.

"What do you mean problem?!"

"_Well it seems the Autobots have been attempting to retreat. They're almost at the edge of the signal jammers range."_

"Then move the ship!"

_Meanwhile..._

Soundwave slammed his fists against the terminal. Showing any emotion is a rarity from the faceless mech, but he was at his limit. He tried everything! Never has Soundwave ever failed so miserably at dealing with a lowly hacker. What could he be doing wrong. No one can out smart Soundwave!

"_Soundwave!"_

Soundwave jumped when he heard his master comm-in.

"_Starscream fabricated this whole thing! He took over the weapons system! If you could nice enough to regain control that would be great!" _Megatron yelled before disconnecting.

So it was Starscream. Soundwave had his suspicions. But how did he manage to hack into the system without a terminal? The optics behind his faceplate widened. Starscream must've had help. Someone somewhere on the Nemesis hacked into the system while Starscream brought up additional firewalls in the bridge. But the question still is; how? Then he remembered.

"_Of course what do I know? It's not as if I'm a picture perfect example of trustworthy on this ship." _Starscream's mocking tone echoed through his processor.

Soundwave moved his fingertips against the underside of the terminal's keyboard until he felt a little bump. Removing it, Soundwave looked curiously at the round object. A mainframe inhibitor. A device that changed the input of everything Soundwave did with this terminal while, most likely, protecting and powering another inhibitor attached to another terminal. Very intricate stuff. That seeker is smarter than Soundwave took him credit for. Crushing the device in his hand, Soundwave proceeded to regain control of the Nemesis.

_Meanwhile..._

"Starscream! Surrender now and I just mind forgive you for your latest transgression!" Megatron yelled over the sound of battle.

"Are you bargaining? Hahaha! Oh how you have fallen _master_! Let's see you fall farther!" Stopping to focus on his target, Starscream fired. A ball of read energy shot out of the cannon on a direct path toward Megatron's engine.

"**AUGHHH!"**

Starscream watched with satisfaction as the smoking form of the soon to be ex leader of the Decepticons plummet to the ground.

The warlord nearly crashed into the forest. Trying to right himself, Megatron dodged tree after tree. Making it above the treeline, he thought he was in the clear. A stray blast from one of the lower cannons managed a direct hit to his right wing. Spinning out of control, he crashed into the ground. Digging into the ground, he finally slowed down at the foot of a hill. Right before the gaze of the Autobots.

_Meanwhile..._

Knockout stood wide eyed and slack jawed as he watched the Decepticon warlord shot out of the sky, twice!

"He did it. That pompous bag of bolts actually did it!" The medic couldn't believe it, Starscream's plan actually worked. Knockout had his doubts, but he couldn't deny it anymore.

"I'm going to become second-in-command! I'll finally get some respect around here!" Knockout cheered. "Commander Knockout. Oh yeah, I like the sound of that."

As Knockout began to strut his money maker, he was distracted by a noise coming from the terminal. He observed as a large loading bar took up most of the screen. As he read the cybertronian letters describing the problem, his optics widened in horror.

Panicking, Knockout activated his commlink, "Uhm Starscream? We have a situation!"

"_What is it? Can't you see I'm busy?"_

"It appears Soundwave has become wise of what we're doing. What should I do?"

"_Let him."_

"What?! B-but-"

"_It'll take him some time to hack back into the system. By the time that happens it'll already be too late. Meet me on the ground. We'll finish Megatron, personally."_

As Starscream disconnected the conversation, Knockout sprinted out of the engine room.

_Meanwhile..._

The Autobots observed the still body of Megatron.

"Is he offline?" Bulkhead asked.

The slow labored transformation into robot mode answered that question. The warlord collapsed to the ground in pain, but very much alive.

"This doesn't make sense. Why would the Decepticons fire on their own leader?" Optimus mused to himself.

"This says Starscream all over it." Arcee said bitterly.

Bumblebee beeped in agreement as he brought everyone's gaze towards the Nemesis as it finally caught up to them. A yellow cylinder descended from the ship, a gray fighter jet circled around it as it made its descent. When it reached the ground, the seeker transformed in front of the prone form of Megatron. Knockout exited the cylinder, standing next to the seeker.

"Oh, how the mighty have fallen." Starscream laughed, planting his foot on Megatron's back.

"It was truly an impressive feat, Commander Starscream. Now that Megatron is out of the way, we will rule the Decepticons with an iron fist!" Knockout bowed, a familiar picture that disgusted the seeker.

"Oh, but you forgot one thing Knockout." Starscream glowered.

"What would that be?"

" It. Is. LORD!"

With surprising speed, Starscream slashed a deep gash across Knockout's chest plate. Knockout gasped and clutched his chest. He stumbled back and collapsed to the ground.

"Why- is it a-always t-the... finish." the medice said before going into stasis.

Starscream flicked his hand, removing it from energon.

"That's for everything you put me through." Starscream growled out before bringing his attention to the incoming Autobots. "Ahh, Optimus Prime, I've been expecting you."

"Starscream, what have you done?" Optimus questioned.

"What does it look like?" Starscream asked planting his foot on Megatron's head.

"After everything that's happened, you're still obsessed with power?" Arcee demanded.

"Well what did you expect?" Starscream stepped off the warlord walked towards the fem. Their faces inches apart, the rest of the Autobots trailed their blasters on the seeker. "Do you honestly still think that because I was once on your side I would honestly come back?"

Arcee merely looked away in shame.

"Even now, you still carry hope that I would rejoin you? See the error of my ways?" He demanded.

Arcee glared back, "You were good once. You can still make the right decision. I know you still care, about all of us!"

Starscream stepped back, his face emotionless.

"I'm afraid, you're wrong."

Stepping farther back, the seeker addressed Optimus, "I have a proposition for you, Prime."

Optimus remained silent, nodding to let him continue.

"I know we are all exhausted from this war. Which is why I am giving you a limited offer. If you promise to surrender, to get out of the Decepticons way, and to give us no resistance in harvesting energon than you and your Autobots will receive full amnesty. We can work together to rebuild Cybertron and bring us back into a Golden Age."

The team were honestly surprised that Starscream would offer a truce, but they knew it was too good to be true.

"You know I can't let you do that. If we let you rebuild Cybertron in the Decepticons image, there will never truly be piece." Optimus said.

"Is that your final decision?"

The teams silence was all he needed. Starscream observed their expressions, from Optimus stoic one to Bumblebee and Bulkhead's angry ones. Arcee had mixed look of anger and... disappointment.

"I can't say I'm not disappointed. I was hoping to avoid fighting you. You are free to go, Autobots. But next time we meet, remember, you've forced my hand." Starscream said as he continued stepping back.

"And you've forced mine." Said a voice behind him.

Before Starscream could turn around, he was shot in the helm by a green laser. Green electricity crackled through the seekers head. He collapsed to the ground, screaming in pain as he clawed at his head. He rolled on the ground trying, begging for the pain to stop.

"Starscream!" Arcee yelled as she attempted to comfort the seeker.

"Ah ah ah. I wouldn't do that if I were you." Megatron smirked, aiming a green grappling hook/ laser looking device.

"The Processor Destabolizer." Optimus said astonished.

"In its fully complete glory!" Megatron roared with mirth.

"What is it doing to him?" Arcee demanded.

"Oh, you'll see."

Arcee was forced to watch as Starscream continued to writhe in agony. Until everything went quiet. The seeker laid still for so long that they almost thought he was dead. Everyone held their breath. The seeker slowly stood back, opening his optics. Instead of the deep red optics that everyone was used, they were meat with met with a putrid green.

Arcee's optics widened in horror, "No!"

"Oh yes! He is under my complete control. I was hoping to use the full power of the Destabolizer on you Autobots first, but Starscream's betrayal was the final straw." Megatron activated his comm. "Soundwave, have you regain control of the ship?... Good. Prepare the med bay, Knockout and I will be in need of repairs."

Megatron brought his gaze back to the Autobots, "You're lucky, Prime! If Starscream's little coup didn't leave me worse for wear than I would finish you all right now. Come Starscream, and bring Knockout with you."

Megatron limped back to the yellow cylinder that was still down. Starscream followed without hesitation. With rigid, robot-like movements, picked up the unconscious medic and stepped into the cylinder. The tube slowly began its ascend back into the Nemesis.

Arcee watched, not believing what was happening. Transforming, she sped up the hill they were previously on. She was not going to loose him again! She jumped the hill, she practically flew in the air and she was on a direct course to the elevator platform. She transformed mid jump, her hand was out forward trying to reach the seeker. Starscream lifted his arm, his hand reaching out to her. As Arcee regained hope, Starscream balled his fist. Aiming his missile, he shot Arcee directly in the chest.

As she fell back to Earth, the last thing saw before going into stasis lock was Starscream's emotionless expression and horrid green optics.


End file.
